0001140361-06-017584 Sample Contracts

PROCERA NETWORKS, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 6th, 2006 • Procera Networks Inc • Services-computer programming services • California
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ESCROW AGREEMENT
Escrow Agreement • December 6th, 2006 • Procera Networks Inc • Services-computer programming services • California

THIS ESCROW AGREEMENT (the “Agreement”) is entered into this 13th day of November, 2006, by and between Heritage Bank of Commerce, (the "Escrow Agent"), and Procera Networks, Inc., a Nevada corporation (the "Company"). The Escrow Agent and the Company are hereafter collectively referred to as “Parties”.

PROCERA NETWORKS, INC. SUBSCRIPTION AGREEMENT Restricted Common Stock at $1.00 per Share and Warrants with an exercise price of $1.50 per Share
Subscription Agreement • December 6th, 2006 • Procera Networks Inc • Services-computer programming services • California
PROCERA NETWORKS, INC. WARRANT AGREEMENT Restricted Common Stock Exercisable at $1.50 per Share
Warrant Agreement • December 6th, 2006 • Procera Networks Inc • Services-computer programming services • California

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED BY INVESTOR FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").

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