0001140361-07-007765 Sample Contracts

FIRST AMENDMENT TO THE FIRST AMENDED AND RESTATED STOCK EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION
Stock Exchange Agreement • April 16th, 2007 • Procera Networks Inc • Services-computer programming services

This FIRST AMENDMENT TO THE FIRST AMENDED AND RESTATED STOCK EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION (the "Amendment”) dated as of November ____ 2006, is by and among the former shareholders (the “Shareholders”) of Netintact AB, a Swedish corporation (“Netintact”), certain third party beneficiaries of the Agreement (the “Beneficiaries”), (the Shareholders and Beneficiaries collectively referred to as “Sellers”); and Procera Networks, Inc., a Nevada corporation, whose principal office is located at 100C Cooper Court; Los Gatos, CA 95032, (“Procera”).

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