0001140361-07-014425 Sample Contracts

PROCERA NETWORKS, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 19th, 2007 • Procera Networks Inc • Services-computer programming services • California

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of _____________, 2007, by and among Procera Networks, Inc., a Nevada corporation (the “Company”), and the undersigned holders of common stock of the Company together with their qualifying transferees (the “Holders”). Capitalized terms used herein but not otherwise defined shall have the meaning assigned to them in the Private Placement Memorandum, dated May 25, 2007 (the “Memorandum”).

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PROCERA NETWORKS, INC. Restricted Common Stock at $2.00 per Share
Subscription Agreement • July 19th, 2007 • Procera Networks Inc • Services-computer programming services • California
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