LIMITED GUARANTEELimited Guarantee • May 6th, 2015 • Francisco Partners Iv, L.P. • Services-computer programming services • Delaware
This Limited Guarantee, dated as of April 21, 2015 (this “Limited Guarantee”), by each of Francisco Partners IV, L.P., a Cayman Islands exempted limited partnership (“FP IV”), and Francisco Partners IV-A, L.P., a Cayman Islands exempted limited partnership (“FP IV-A” and, together with FP IV, the “Guarantors”), in favor of Procera Networks, Inc., a Delaware corporation (the “Guaranteed Party”).
Re: Equity CommitmentEquity Commitment • May 6th, 2015 • Francisco Partners Iv, L.P. • Services-computer programming services
Reference is made to that certain Agreement and Plan of Merger, dated as of April 21, 2015 (as it may be amended from time-to-time, the “Merger Agreement”), by and among KDR Holding, Inc., a Delaware corporation (“Parent”), KDR Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”), and Procera Networks, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this equity commitment letter (this “Commitment Letter”) shall have the meanings ascribed to such terms in the Merger Agreement. As used herein, the terms “Parent” and “Purchaser” shall include any entity to which Parent or Purchaser, as applicable, shall assign their respective rights, interests and obligations under the Merger Agreement in accordance with Section 8.8 thereof.
