ex4_1.htm


    
      
Exhibit 4.1

     

    
      THE
REGISTERED HOLDER OF THIS PURCHASE WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES
THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN
PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL
NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A
PERIOD OF ONE HUNDRED EIGHTY DAYS (180 DAYS) FOLLOWING THE EFFECTIVE DATE
(DEFINED HEREIN) TO ANYONE OTHER THAN (I) MERRIMAN CURHAN FORD & CO. OR AN
UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING (DEFINED
HEREIN), OR (II) A BONA FIDE OFFICER OR PARTNER OF MERRIMAN CURHAN FORD &
CO. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.

      


      THIS
PURCHASE WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION
STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER
APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

      


      THIS
PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO _________, 2010. VOID AFTER 5:00
P.M. EASTERN TIME, ______, 2013.

      


      COMMON
STOCK PURCHASE WARRANT

      


      For
the Purchase of

      


      ________
shares of Common Stock

      


      of

      


      Procera
Networks, Inc.

      


      


      1.       
     Purchase
Warrant.

      


      THIS
CERTIFIES THAT, in consideration of $1.00 duly paid by or on behalf of Merriman
Curhan Ford & Co. (“Holder”), as registered owner
of this Purchase Warrant, to Procera Networks, Inc. (the “Company”), Holder is entitled,
at any time or from time to time from ________, 2010 (the “Commencement Date”), and at or
before 5:00 p.m., Eastern Time,  ______, 2013 (the “Expiration Date”), but not
thereafter, to subscribe for, purchase and receive, in whole or in part, up to
_____________ shares (the “Shares”) of common stock, par
value $0.001 per share of the Company (“Common Stock”) subject to
adjustment as provided in Section 6 hereof.  If the Expiration Date is
a day on which banking institutions are authorized by law to close, then this
Purchase Warrant may be exercised on the next succeeding day which is not such a
day in accordance with the terms herein. During the period commencing on the
Commencement Date and ending on the Expiration Date, the Company agrees not to
take any action that would terminate the Purchase Warrant. This Purchase Warrant
is initially exercisable at $0.40 per Share so purchased; provided, however,
that upon the occurrence of any of the events specified in Section 6 hereof, the
rights granted by this Purchase Warrant, including the exercise price per Share
and the number of Shares to be received upon such exercise, shall be adjusted as
therein specified. The term “Exercise Price” shall mean the
initial exercise price or the adjusted exercise price, depending on the
context.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      2.      
      Exercise.

      


      2.1      
     Exercise Form. In
order to exercise this Purchase Warrant, the exercise form attached hereto must
be duly executed and completed and delivered to the Company, together with this
Purchase Warrant and payment of the Exercise Price for the Shares being
purchased payable in cash (unless exercised pursuant to the terms of Section 2.3
below) by wire transfer of immediately available funds to an account designated
by the Company or by certified check or official bank check. If the subscription
rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern
time, on the Expiration Date, this Purchase Warrant shall become and be void
without further force or effect, and all rights represented hereby shall cease
and expire.

      


      2.2      
     Legend.  Each
certificate for the securities purchased under this Purchase Warrant shall bear
a legend as follows unless such securities have been registered under the
Securities Act of 1933, as amended (the “Act”):

      


      “The
securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended (the “Act”) or applicable state law.
Neither the securities nor any interest therein may be offered for sale, sold or
otherwise transferred except pursuant to an effective registration statement
under the Act, or pursuant to an exemption from registration under the Act and
applicable state law.”

      


      2.3      
     Cashless
Exercise.

      


      2.3.1         Determination of
Amount.  In lieu of the payment of the Exercise Price
multiplied by the number of Shares which this Purchase Warrant is exercisable in
the manner required by Section 2.1, the Holder shall have the right (but not the
obligation) to convert any exercisable but unexercised portion of this Purchase
Warrant into Shares (“Conversion Right”) as
follows:  upon exercise of the Conversion Right, the Company shall
deliver to the Holder (without payment by the Holder of any of the Exercise
Price in cash) that number of Shares equal to the quotient obtained by dividing
(x) the “Value” (as defined below) of the portion of the Purchase Warrant being
converted by (y) the Current Market Price per Share (as defined below). The
“Value” of the portion
of the Purchase Warrant being converted shall equal the remainder derived from
subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Shares
underlying the portion of this Purchase Warrant being converted from (b) the
Current Market Price of a Share multiplied by the number of Shares underlying
the portion of the Purchase Warrant being converted. As used herein, the term
“Current Market Price”
per Share at any date shall mean (i) if the Shares are listed on a national
securities exchange or quoted on the Nasdaq Global Market, Nasdaq Capital Market
or NASD OTC Bulletin Board (or successor exchange), the last sale price of the
Shares in the principal trading market for the Shares as reported by the
exchange, Nasdaq or the NASD, as the case may be, on the last trading day
preceding the date in question; (ii) if the Shares are not listed on a national
securities exchange or quoted on the Nasdaq Global Market, Nasdaq Capital Market
or the NASD OTC Bulletin Board (or successor exchange), but is traded in the
residual over-the-counter market, the closing bid price for the Shares on the
last trading day preceding the date in question for which such quotations are
reported by the Pink Sheets, LLC or similar publisher of such quotations; and
(iii) if the fair market value of the Shares cannot be determined pursuant to
clause (i) or (ii) above, such price as the Board of Directors of the Company
shall determine, in good faith.

      


      2.3.2         Mechanics of Cashless
Exercise.  The cashless exercise right may be exercised by the
Holder on any business day on or after the Commencement Date and not later than
the Expiration Date by delivering the Purchase Warrant with the duly executed
exercise form attached hereto with the cashless exercise section completed to
the Company, exercising the cashless exercise right and specifying the total
number of Shares the Holder will purchase pursuant to such cashless exercise
right.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      3.       
      Transfer.

      


      3.1      
     General Restrictions.
The registered Holder of this Purchase Warrant agrees by his, her or its
acceptance hereof, that such Holder will not: (a) sell, transfer, assign, pledge
or hypothecate this Purchase Warrant for a period of one hundred eighty days
(180 days) following the Commencement Date to anyone other than: (i) Merriman
Curhan Ford & Co. (“Merriman”) or an underwriter
or a selected dealer participating in the offering of common stock which this
Purchase Warrant is being issued in connection with, or (ii) a bona fide officer
of Merriman or of any such underwriter or selected dealer, in each case in
accordance with FINRA Rule 5110(g)(1) or (b) cause this Purchase Warrant or the
securities issuable hereunder to be the subject of any hedging, short sale,
derivative, put or call transaction that would result in the effective economic
disposition of this Purchase Warrant or the securities hereunder, except as
provided for in FINRA Rule 5110(g)(2). On and after one hundred eighty days (180
days) from the Commencement Date, transfers to others may be made subject to
compliance with or exemptions from applicable securities laws. In order to make
any permitted assignment, the Holder must deliver to the Company the assignment
form attached hereto duly executed and completed, together with the Purchase
Warrant and payment of all transfer taxes, if any, payable in connection
therewith. The Company shall, within five business days, transfer this Purchase
Warrant on the books of the Company and shall execute and deliver a new Purchase
Warrant or Purchase Warrants of like tenor to the appropriate assignee(s)
expressly evidencing the right to purchase the aggregate number of Shares
purchasable hereunder or such portion of such number as shall be contemplated by
any such assignment.

      


      3.2       
    Restrictions Imposed by the
Act. The securities evidenced by this Purchase Warrant shall not be
transferred unless and until: (i) the Company has received the opinion of
counsel for the Holder that the securities may be transferred pursuant to an
exemption from registration under the Act and applicable state securities laws,
the availability of which is established to the reasonable satisfaction of the
Company (the Company hereby agreeing that the opinion of Loeb & Loeb LLP
shall be deemed satisfactory evidence of the availability of an exemption), or
(ii) a registration statement or a post-effective amendment to the registration
statement relating to the offer and sale of such securities has been filed by
the Company and declared effective by the Securities and Exchange Commission
(the “Commission”) and
compliance with applicable state securities law has been
established.

      


      


      3.3        
   Holder
Representations.  The Holder hereby represents and warrants to
the Company as follows:

      


      (a)  This
Warrant and the securities to be acquired upon exercise of this Warrant by
Holder will be acquired for investment for Holder’s account, not as a nominee or
agent, and not with a view to the public resale or distribution within the
meaning of the Act.

      


      (b)  Holder
has received or has had full access to all the information it considers
necessary or appropriate to make an informed investment decision with respect to
the acquisition of this Warrant and its underlying securities.  Holder
further has had an opportunity to ask questions and receive answers from the
Company regarding the terms and conditions of the offering of this Warrant and
its underlying securities and to obtain additional information necessary to
verify any information furnished to Holder or to which Holder has
access.

      


      (c)  Holder
understands that the purchase of this Warrant and its underlying securities
involves substantial risk.  Holder has experience as an investor in
securities of companies in the development stage and acknowledges that Holder
can bear the economic risk of such Holder’s investment in this Warrant and its
underlying securities and has such knowledge and experience in financial or
business matters that Holder is capable of evaluating the merits and risks of
its investment in this Warrant and its underlying securities and/or has a
preexisting personal or business relationship with the Company and certain of
its officers, directors or controlling persons of a nature and duration that
enables Holder to be aware of the character, business acumen and financial
circumstances of such persons.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      (d)  Holder
is an “accredited investor” within the meaning of Regulation D promulgated under
the Act.

      


      


      4.         
   New
Purchase Warrant to be Issued.

      


      4.1   
        Partial Exercise or
Transfer. Subject to the restrictions in Section 3 hereof, this Purchase
Warrant may be exercised or assigned in whole or in part. In the event of the
exercise or assignment hereof in part only, upon surrender of this Purchase
Warrant for cancellation, together with the duly executed exercise or assignment
form and funds sufficient to pay any Exercise Price and/or transfer tax if
exercised pursuant to Section 2.1 hereto, the Company shall cause to be
delivered to the Holder without charge a new Purchase Warrant of like tenor to
this Purchase Warrant in the name of the Holder evidencing the right of the
Holder to purchase the number of Shares purchasable hereunder as to which this
Purchase Warrant has not been exercised or assigned.

      


      4.2        
   Lost
Certificate. Upon receipt by the Company of evidence satisfactory to it
of the loss, theft, destruction or mutilation of this Purchase Warrant and of
reasonably satisfactory indemnification or the posting of a bond, the Company
shall execute and deliver a new Purchase Warrant of like tenor and date. Any
such new Purchase Warrant executed and delivered as a result of such loss,
theft, mutilation or destruction shall constitute a substitute contractual
obligation on the part of the Company.

      


      5.         
   Adjustments.

      


      5.1      
     Adjustments to Exercise
Price and Number of Shares. The Exercise Price and the number of Shares
underlying the Purchase Warrant shall be subject to adjustment from time to time
as hereinafter set forth:

      


      5.1.1         Stock Dividends; Split
Ups. If after the date hereof, and subject to the provisions of Section
5.3 below, the number of outstanding shares of Common Stock of the Company is
increased by a stock dividend payable in shares or by a split up of shares or
other similar event, then, on the effective day thereof, the number of Shares of
the Company purchasable hereunder shall be increased in proportion to such
increase in outstanding shares of Common Stock.

      


      5.1.2         Aggregation of
Shares. If after the date hereof, and subject to the provisions of
Section 5.3, the number of outstanding shares of Common Stock is decreased by a
consolidation, combination or reclassification of shares of Common Stock or
other similar event, then, on the effective date thereof, the number of Shares
purchasable hereunder shall be decreased in proportion to such decrease in
outstanding shares of Common Stock.

      


      5.1.3         Replacement of Securities
upon Reorganization, etc. In case of any reclassification or
reorganization of the outstanding shares of Common Stock other than a change
covered by Section 5.1.1 or 5.1.2 hereof or that solely affects the par value of
such shares, or in the case of any share reconstruction or amalgamation or
consolidation of the Company with or into another corporation (other than a
consolidation or share reconstruction or amalgamation in which the Company is
the continuing corporation and that does not result in any reclassification or
reorganization of the outstanding shares of Common Stock), or in the case of any
sale or conveyance to another corporation or entity of the property of the
Company as an entirety or substantially as an entirety in connection with which
the Company is dissolved, the Holder of this Purchase Warrant shall have the
right thereafter (until the expiration of the right of exercise of this Purchase
Warrant) to receive upon the exercise hereof, for the same aggregate Exercise
Price payable hereunder immediately prior to such event, the kind and amount of
shares of stock or other securities or property (including cash) receivable upon
such reclassification, reorganization, share reconstruction or amalgamation, or
consolidation, or upon a dissolution following any such sale or transfer, by a
Holder of the number of Shares obtainable upon exercise of this Purchase Warrant
immediately prior to such event; and if any reclassification also results in a
change in Shares covered by Section 5.1.1 or 5.1.2, then such adjustment shall
be made pursuant to Sections 5.1.1, 5.1.2 and this Section 5.1.3. The provisions
of this Section 5.1.3 shall similarly apply to successive reclassifications,
reorganizations, share reconstructions or amalgamations, or consolidations,
sales or other transfers.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      5.1.4         Changes in Form of Purchase
Warrant. This form of Purchase Warrant need not be changed because of any
change pursuant to this Section, and any Purchase Warrant issued after such
change may state the same Exercise Price and the same number of Shares as are
stated in any Purchase Warrant initially issued.. The acceptance by any Holder
of the issuance of a new Purchase Warrant reflecting a required or permissive
change shall not be deemed to waive any rights to an adjustment occurring after
the Commencement Date or the computation thereof.

      


      5.2          
 Substitute
Purchase Warrant. In case of any consolidation of the Company with, or
share reconstruction or amalgamation of the Company with or into, another
corporation (other than a consolidation or share reconstruction or amalgamation
which does not result in any reclassification or change of the outstanding
Shares), the corporation formed by such consolidation or share reconstruction or
amalgamation shall execute and deliver to the Holder a supplemental Purchase
Warrant providing that the holder of each Purchase Warrant then outstanding or
to be outstanding shall have the right thereafter (until the stated expiration
of such Purchase Warrant) to receive, upon exercise of such Purchase Warrant,
the kind and amount of shares of stock and other securities and property
receivable upon such consolidation or share reconstruction or amalgamation, by a
holder of the number of Shares for which such Purchase Warrant might have been
exercised immediately prior to such consolidation, share reconstruction or
amalgamation, sale or transfer. Such supplemental Purchase Warrant shall provide
for adjustments which shall be identical to the adjustments provided in Section
5.1. The above provision of this Section shall similarly apply to successive
consolidations or share reconstructions or amalgamations.

      


      5.3           
Elimination of
Fractional Interests. The Company shall not be required to issue
certificates representing fractions of Shares upon the exercise of this Purchase
Warrant, nor shall it be required to issue scrip or pay cash in lieu of any
fractional interests, it being the intent of the parties that all fractional
interests shall be eliminated by rounding any fraction up or down, as the case
may be, to the nearest whole number of Shares or other securities, properties or
rights.

      


      6.         
   Reservation and
Listing. The Company shall at all times reserve and keep available out of
its authorized shares of Common Stock, solely for the purpose of issuance upon
exercise of the Purchase Warrants or any substitute Purchase Warrants issued
pursuant to Section 5, such number of Shares or other securities, properties or
rights as shall be issuable upon the exercise thereof. The Company covenants and
agrees that, upon exercise of the Purchase Warrants and payment of the Exercise
Price therefor, in accordance with the terms hereby, all Shares and other
securities issuable upon such exercise shall be duly and validly issued, fully
paid and non-assessable and not subject to preemptive rights of any
stockholder.  As long as the Purchase Warrants shall be outstanding,
the Company shall use its best efforts to cause all Shares issuable upon
exercise of the Purchase Warrants to be listed (subject to official notice of
issuance) on all securities exchanges (or, if applicable on the Nasdaq Global
Market, the Nasdaq Capital Market, the OTC Bulletin Board or any successor
trading market) on which the shares of Common Stock may then be listed and/or
quoted.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      7.       
     Certain Notice
Requirements.

      


      7.1         
  Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring
upon the Holders the right to vote or consent or to receive notice as a
stockholder for the election of directors or any other matter, or as having any
rights whatsoever as a stockholder of the Company. If, however, at any time
prior to the expiration of the Purchase Warrants and their exercise, any of the
events described in Section 7.2 shall occur, then, in one or more of said
events, the Company shall give written notice of such event at least fifteen
days prior to the date fixed as a record date or the date of closing the
transfer books for the determination of the stockholders entitled to such
dividend, distribution, conversion or exchange of securities or subscription
rights, or entitled to vote on such proposed dissolution, liquidation, winding
up or sale. Such notice shall specify such record date or the date of the
closing of the transfer books, as the case may be. Notwithstanding the
foregoing, the Company shall deliver to each Holder a copy of each notice given
to the other stockholders of the Company at the same time and in the same manner
that such notice is given to the stockholders.

      


      7.2       
    Events Requiring
Notice. The Company shall be required to give the notice described in
this Section 7 upon one or more of the following events: (i) if the Company
shall take a record of the holders of its shares of Common Stock for the purpose
of entitling them to receive a dividend or distribution payable otherwise than
in cash, or a cash dividend or distribution payable otherwise than out of
retained earnings, as indicated by the accounting treatment of such dividend or
distribution on the books of the Company, (ii) the Company shall offer to all
the holders of its shares of Common Stock any additional shares of capital stock
of the Company or securities convertible into or exchangeable for shares of
capital stock of the Company, or any option, right or warrant to subscribe
therefor, or (iii) a dissolution, liquidation or winding up of the Company
(other than in connection with a consolidation or share reconstruction or
amalgamation) or a sale of all or substantially all of its property, assets and
business shall be proposed.

      


      7.3       
    Notice of Change in Exercise
Price. The Company shall, promptly after an event requiring a change in
the Exercise Price pursuant to Section 5 hereof, send notice to the Holders of
such event and change (“Price
Notice”). The Price Notice shall describe the event causing the change
and the method of calculating same and shall be certified as being true and
accurate by the Company’s President and Chief Financial Officer.

      


      7.4        
   Transmittal of
Notices. All notices, requests, consents and other communications under
this Purchase Warrant shall be in writing and shall be deemed to have been duly
made when hand delivered, or mailed by express mail or private courier service:
(i) If to the registered Holder of the Purchase Warrant, to the address of such
Holder as shown on the books of the Company, or (ii) if to the Company, to the
following address or to such other address as the Company may designate by
notice to the Holders:

      


      Procera
Networks, Inc.

      100-C
Cooper Court

      Los
Gatos, California 95032

      


      


      8.          
  Miscellaneous.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      8.1       
    Amendments. The
Company and Merriman may from time to time supplement or amend this Purchase
Warrant without the approval of any of the Holders in order to cure any
ambiguity, to correct or supplement any provision contained herein that may be
defective or inconsistent with any other provisions herein, or to make any other
provisions in regard to matters or questions arising hereunder that the Company
and Merriman may deem necessary or desirable and that the Company and Merriman
deem shall not adversely affect the interest of the Holders. All other
modifications or amendments shall require the written consent of and be signed
by the party against whom enforcement of the modification or amendment is
sought.

      


      8.2     
      Headings. The
headings contained herein are for the sole purpose of convenience of reference,
and shall not in any way limit or affect the meaning or interpretation of any of
the terms or provisions of this Purchase Warrant.

      


      8.3.           Entire Agreement.
This Purchase Warrant (together with the other agreements and documents being
delivered pursuant to or in connection with this Purchase Warrant) constitutes
the entire agreement of the parties hereto with respect to the subject matter
hereof, and supersedes all prior agreements and understandings of the parties,
oral and written, with respect to the subject matter hereof.

      


      8.4       
    Binding Effect. This
Purchase Warrant shall inure solely to the benefit of and shall be binding upon,
the Holder and the Company and their permitted assignees, respective successors,
legal representative and assigns, and no other person shall have or be construed
to have any legal or equitable right, remedy or claim under or in respect of or
by virtue of this Purchase Warrant or any provisions herein
contained.

      


      8.5      
     Governing Law; Submission to
Jurisdiction. This Purchase Warrant shall be governed by and construed
and enforced in accordance with the laws of the State of New York, without
giving effect to conflict of laws. The Company hereby agrees that any action,
proceeding or claim against it arising out of, or relating in any way to this
Purchase Warrant shall be brought and enforced in the courts of the State of New
York or of the United States District Court for the Southern District of New
York, and irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Any process
or summons to be served upon the Company may be served by transmitting a copy
thereof by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 7 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the
Company in any action, proceeding or claim. The Company and the Holder agree
that the prevailing party(ies) in any such action shall be entitled to recover
from the other party(ies) all of its reasonable attorneys’ fees and expenses
relating to such action or proceeding and/or incurred in connection with the
preparation therefor.

      


      8.6       
    Waiver, etc. The
failure of the Company or the Holder to at any time enforce any of the
provisions of this Purchase Warrant shall not be deemed or construed to be a
waiver of any such provision, nor to in any way affect the validity of this
Purchase Warrant or any provision hereof or the right of the Company or any
Holder to thereafter enforce each and every provision of this Purchase Warrant.
No waiver of any breach, non-compliance or non-fulfillment of any of the
provisions of this Purchase Warrant shall be effective unless set forth in a
written instrument executed by the party or parties against whom or which
enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of
any other or subsequent breach, non-compliance or
non-fulfillment.


      
        
           


        

        
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      IN
WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by
its duly authorized officer as of the ___ day of _________, 2010.

      


      


      
        	 
      	
                PROCERA
      NETWORKS, INC.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                MERRIMAN
      CURHAN FORD & CO.

              
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              


      


      
        
           


        

        
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      Form to
be used to exercise Purchase Warrant:

      


      Procera
Networks, Inc.

      100-C
Cooper Court

      Los
Gatos, California 95032

      Attn:
[             ]

      


      


      Date:
__________, 201__

      


      


      The
undersigned hereby elects irrevocably to exercise the within Purchase Warrant
and to purchase ______ Shares ofProcera Networks, Inc. and hereby makes payment
of $ ___________  (at the rate of $________ per Share) in payment of
the Exercise Price pursuant thereto. Please issue the Shares as to which this
Purchase Warrant is exercised in accordance with the instructions given
below.

      


      or

      


      The
undersigned hereby elects irrevocably to convert its right to purchase ______
Shares purchasable under the within Purchase Warrant by surrender of the
unexercised portion of the attached Purchase Warrant (with a “Value” of $______
based on a “Market Price” of $______). Please issue the Shares as to which this
Purchase Warrant is exercised in accordance with the instructions given
below.

      


      


      
        	 
      	 
      
	
                Signature

              	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                Signature
      Guaranteed

              	 
      


      

      


      


      INSTRUCTIONS
FOR REGISTRATION OF SECURITIES

      


      Name:

      


      


      
        	 
      	 
      
	
                (Print
      in Block Letters)

              	 
      


      

      


      Address:

      


      


      NOTICE:
The signature to this form must correspond with the name as written upon the
face of the within Purchase Warrant in every particular without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank, other
than a savings bank, or by a trust company or by a firm having membership on a
registered national securities exchange.


      
        
           


        

        
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      Form to
be used to assign Purchase Warrant:

      


      ASSIGNMENT

      


      (To be
executed by the registered Holder to effect a transfer of the within Purchase
Warrant):

      


      


      FOR VALUE
RECEIVED, _________________________________________ does hereby sell, assign and
transfer unto _____________________________________________the right to purchase
Shares of Procera Networks, Inc. (“Company”) evidenced by the within Purchase
Warrant and does hereby authorize the Company to transfer such right on the
books of the Company.

      


      


      Dated:
_____________, 201_

      


      


      
        	 
      	 
      
	
                Signature

              	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                Signature
      Guaranteed

              	 
      


      

      


      


      NOTICE:
The signature to this form must correspond with the name as written upon the
face of the within Purchase Warrant in every particular without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank, other
than a savings bank, or by a trust company or by a firm having membership on a
registered national securities exchange.

       

       

      10