0001140361-07-019346 Sample Contracts

PROCERA NETWORKS, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 5th, 2007 • Procera Networks Inc • Services-computer programming services • California

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of _________, 2003, by and among Procera Networks, Inc., a Delaware corporation (the “Company”), and the undersigned holders of common stock of the Company together with their qualifying transferees (the “Holders”).

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WARRANT AGREEMENT TO PURCHASE COMMON STOCK OF PROCERA NETWORKS, INC.
Warrant Agreement • October 5th, 2007 • 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.

PROCERA NETWORKS, INC. WARRANT AGREEMENT Restricted Common Stock Exercisable at $2.00 per Share
Warrant Agreement • October 5th, 2007 • 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").

LEASE
Lease Agreement • October 5th, 2007 • Procera Networks Inc • Services-computer programming services

THIS LEASE is made on this 1St day of May, 2005, by and between, Vasona Business Park (hereinafter called "Lessor") and Procera Networks (hereinafter called "Lessee").

Procera Networks, Inc. Registrable Common Stock at $0.50 per share with 50% Warrant Coverage at $0.75 per share SUBSCRIPTION AGREEMENT
Subscription Agreement • October 5th, 2007 • Procera Networks Inc • Services-computer programming services • California
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