ex10_2.htm


    
      

    


    
      	
              EXHIBIT
                10.2

            	
              Form
                of Registration Rights
                Agreement

            


    

    


    PROCERA
      NETWORKS, INC.

    REGISTRATION
      RIGHTS AGREEMENT

     

    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”).

     

    RECITALS:

     

    A.           
      The Company has sold shares of common stock (“Common Stock”) to
      the Holders pursuant to one or more Subscription Agreements (each a
“Subscription”), as described in the Memorandum.

    


    B.            
      The sale of the Common Stock is conditional upon the extension of the rights
      set
      forth herein, and by this Agreement the Company and the Holders desire to
      provide for certain rights as set forth herein.

    


    NOW,
      THEREFORE, in consideration of the foregoing and of the mutual promises and
      covenants contained herein, the parties, severally and not jointly, hereby
      agree
      as follows:

    


    AGREEMENT:

    


    1.            
      Registration Rights.

     

    1.1           Definitions.  As
      used in this Agreement, the following terms shall have the following respective
      meanings:

    


    (a)           The
      terms “register,” “registered,” and
“registration” refer to a registration
      effected by preparing
      and filing a registration statement in compliance with the Securities Act of
      1933, as amended (the “Securities Act”), and the declaration or
      ordering of the effectiveness of such registration statement.

    


    (b)           The
      term “Restricted Securities” means:  (i) any and
      all shares of Common Stock of the Company issued and sold by the Company
      pursuant to the Subscription Agreement (which shares of Restricted Common Stock
      are referred to herein as the “Common Stock”); (ii) stock
      issued in lieu of the stock referred to in (i) in any reorganization which
      has not been sold to the public; and (iii) stock issued in respect of the
      stock referred to in (i) and (ii) as a result of a stock split, stock
      dividend, recapitalization or the like, which has not been sold to the
      public.

    


    (c)           The
      terms “Holder” or “Holders” means any person
      or persons to whom Restricted Securities were originally issued or qualifying
      transferees under subsection 1.8 hereof who hold Restricted
      Securities.

    


    (d)           The
      term “Initiating Holders” means any Holder or Holders, of 40%
      or greater of the aggregate of the Restricted Securities then
      outstanding.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (e)           The
      term “SEC” means the Securities and Exchange
      Commission.

    


    (f)           The
      term “Registration Expenses” shall mean all expenses incurred
      by the Company in complying with subsections 1.2 and 1.3 hereof, including,
      without limitation, all registration, qualification and filing fees, printing
      expenses, escrow fees, fees and disbursements of counsel for the Company, blue
      sky fees and expenses, and the expense of any special audits incident to or
      required by any such registration (but excluding the compensation of regular
      employees of the Company which shall be paid in any event by the
      Company.)

    


    (g)           The
      term “Effective Date” shall be the final closing date of the
      entire Offering described in the Subscription and the Memorandum.

    


    1.2           Company
      Registration.  The Company shall use commercially reasonable
      efforts to file a registration statement, on the appropriate form, with the
      SEC,
      within ninety (90) days of the Effective Date.  Such registration
      shall include all of the Restricted Securities sold in the Offering and other
      restricted common stock of the Company selected by the Company.

    


    1.3           Expenses
      of Registration.  All Registration Expenses incurred in connection
      with any registration, qualification, or compliance pursuant to this
      Section 1 shall be borne by the Company except as follows:

    


    (a)           The
      Company shall not be required to pay fees or disbursements of legal counsel
      for
      the Holders; and

    


    (b)           The
      Company shall not be required to pay underwriters’ fees, discounts, or
      commissions relating to Restricted Securities.

    


    1.4           Registration
      Procedures.  In the case of each registration, qualification, or
      compliance effected by the Company pursuant to this Rights Agreement, the
      Company will keep each Holder participating therein advised in writing as to
      the
      initiation of each registration, qualification, and compliance and as to the
      completion thereof.  Except as otherwise provided in
      subsection 1.3, at its expense, the Company will:

    


    (a)           Prepare
      and file with the SEC a registration statement with respect to such Restricted
      Securities and use its best efforts to cause such registration statement to
      become effective, and, upon the request of the Holders of a majority of the
      Restricted Securities registered thereunder, keep such registration statement
      effective for up to 120 days, or if such registration statement is on Form
      S-3
      (or any successor to Form S-3) and provides for sales of securities from time
      to
      time pursuant to Rule 415 under the Securities Act, for up to one
      year;

    


    (b)           Prepare
      and file with the SEC such amendments and supplements to such registration
      statement and the prospectus used in connection with such registration statement
      as may be necessary to comply with the provisions of the Securities Act with
      respect to the disposition of all securities covered by such registration
      statement;

    


    (c)           Furnish,
      without charge, to the Holders such numbers of copies of a prospectus, including
      each preliminary prospectus, in conformity with the requirements of the
      Securities Act, and such other documents as they may reasonably request in
      order
      to facilitate the disposition of Restricted Securities owned by
      them;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (d)           Use
      its best efforts to register and qualify the securities covered by such
      registration statement under such other securities or Blue Sky laws of such
      jurisdictions as shall be reasonably requested by the Holders or any managing
      underwriter, provided that the Company shall not be required, in connection
      therewith or as a condition thereto, to qualify to do business or to file a
      general consent to service of process in any such states or
      jurisdictions;

    


    (e)           In
      the event of any underwritten public offering, enter into and perform its
      obligations under an underwriting agreement, in usual and customary form, with
      the managing underwriter of such offering.  Each Holder participating
      in such underwriting shall also enter into and perform its obligations under
      such an agreement;

    


    (f)           Notify
      each Holder of Restricted Securities covered by such registration statement
      at
      any time when a prospectus relating thereto is required to be delivered under
      the Securities Act or the happening of any event as a result of which the
      prospectus included in such registration statement, as then in effect, includes
      an untrue statement of a material fact or omits to state a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading in the light of the circumstances then existing;

    


    (g)           Make
      available for inspection by a representative of the Holders, the managing
      underwriter participating in any disposition pursuant to such registration
      statement and one firm of attorneys designated by the Holders (upon execution
      of
      customary confidentiality agreements reasonably satisfactory to the Company
      and
      its counsel), at reasonable times and in reasonable manner, financial and other
      records, documents and properties of the Company that are pertinent to the
      conduct of due diligence customary for an underwritten offering, and cause
      the
      officers, directors, and employees of the Company to supply all information
      reasonably requested by any such representative, underwriter, or attorney in
      connection with a registration statement, as shall be necessary to enable such
      persons to conduct a reasonable investigation within the meaning of Section
      11
      of the Securities Act;

    


    (h)           Use
      its best efforts to cause all Restricted Securities covered by a registration
      statement to be listed on any securities exchange or any automated quotation
      system on which similar securities issued by the Company are then
      listed;

    


    (i)           Cause
      to be provided to the Holders that are selling Restricted Securities pursuant
      to
      such registration statement and to the managing underwriter, if any disposition
      pursuant to such registration statement is an underwritten offering, upon the
      effectiveness of such registration statement, a customary opinion of independent
      counsel (an “Opinion”) and a customary “cold comfort” letter of
      independent auditors (a “Comfort Letter”) in each case
      addressed to such Holders and managing underwriter, if any;

    


    (j)           Notify
      in writing the Holders that are selling Restricted Securities pursuant to such
      registration statement and any managing underwriter if any disposition pursuant
      to such registration statement is an underwritten offering:  (i) when
      the registration statement has become effective and when any post-effective
      amendment thereto has been filed and becomes effective; (ii) of any request
      by
      the SEC or any state securities authority for amendments and supplements to
      the
      registration statement, or of any material request by the SEC or any state
      securities authority for additional information after the registration statement
      has become effective; (iii) of the issuance by the SEC or any state securities
      authority of any stop order suspending the effectiveness of the registration
      statement, or the initiation of any proceedings for that purpose; (iv) if,
      between the effective date of the registration statement and the closing of
      any
      sale of Restricted Securities covered thereby, the representations and
      warranties of the Company contained in any underwriting agreement, securities
      sales agreement, or other similar agreement, including this Agreement, relating
      to disclosure cease to be true and correct in all material respects or if the
      Company receives any notification with respect to the suspension of the
      qualification of the Restricted Securities for sale in any jurisdiction or
      the
      initiation of any proceeding for such purpose; (v) of the happening of any
      event
      during the period the registration statement is effective such that such
      registration statement or the related prospectus contains an untrue statement
      of
      a material fact or omits to state a material fact required to be stated therein
      or necessary to make statements therein not misleading (in the case of a
      prospectus, in light of circumstances under which they were made); and (vi)
      of
      any determination by the Company that a post-effective amendment to the
      registration statement would be appropriate.  The Holders hereby agree
      to suspend, and to cause any managing underwriter to suspend, use of the
      prospectus contained in a registration statement upon receipt of such notice
      under clause (iii), (v) or (vi) above until, in the case of clause (iii), such
      stop order is removed or rescinded or, in the case of clauses (v) and (vi),
      the
      Company has amended or supplemented such prospectus to correct such misstatement
      or omission or otherwise;

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    If
      the
      notification relates to an event described in clauses (v) or (vi), the Company
      shall promptly prepare and furnish to such seller and each underwriter, if
      any,
      a reasonable number of copies of a prospectus supplemented or amended so that,
      as thereafter delivered to the purchasers of such Restricted Securities, such
      prospectus shall not include an untrue statement of a material fact or omit
      to
      state a material fact required to be stated therein or necessary to make the
      statements therein not misleading;

    


    (k)           Provide
      and cause to be maintained a transfer agent and registrar for all such
      Restricted Securities covered by such registration statement not later than
      the
      effective date of such registration statement;

    


    (l)           
      Deliver promptly to each Holder participating in the offering and each
      underwriter, if any, copies of all correspondence between the SEC and the
      Company, its counsel or auditors and all memoranda relating to discussions
      with
      the SEC and its staff with respect to the registration statement, other than
      those portions of any such correspondence and memoranda which contain
      information subject to attorney-client privilege with respect to the Company,
      and, upon receipt of such confidentiality agreements as the Company may
      reasonably request, make reasonably available for inspection by any Holder
      of
      such Restricted Securities covered by such registration statement, by any
      underwriter, if any, participating in any disposition to be effected pursuant
      to
      such registration statement and by any attorney, accountant or other agent
      retained by any such Holder or any such underwriter, all pertinent financial
      and
      other records, pertinent corporate documents and properties of the Company,
      and
      cause all of the Company’s officers, directors and employees to supply all
      information reasonably requested by any such Holder, underwriter, attorney,
      accountant, or agent in connection with such registration
      statement;

    


    (m)           Use
      its best efforts to obtain the withdrawal of any order suspending the
      effectiveness of the registration statement;

    


    (n)           Provide
      a CUSIP number for all Restricted Securities not later than the effective date
      of the registration statement;

    


    (o)           Make
      reasonably available its employees and personnel and otherwise provide
      reasonable assistance to the underwriters in the marketing of Restricted
      Securities in any underwritten offering;

    


    (p)           Promptly
      prior to the filing of any document which is to be incorporated by reference
      into the registration statement or the prospectus (after the initial filing
      of
      such registration statement) provide copies of such document to counsel to
      the
      seller of Restricted Securities and to the managing underwriter, if any, and
      make the Company’s representatives reasonably available for discussion of such
      document and make such changes in such document concerning such sellers prior
      to
      the filing thereof as counsel for such sellers or underwriters may reasonably
      request; and

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    1.5           Indemnification.

    


    (a)           The
      Company will indemnify and hold harmless to the fullest extent permitted by
      law
      each Holder of Restricted Securities and each of its officers, directors and
      partners, and each person controlling such Holder, with respect to which such
      registration, qualification, or compliance has been effected pursuant to this
      Agreement, and each underwriter, if any, and each person who controls any
      underwriter of the Restricted Securities held by or issuable to such Holder,
      against all claims, losses, expenses, damages, and liabilities (or actions
      in
      respect thereto) arising out of or based on:  (i) any untrue statement
      (or alleged untrue statement) of a material fact contained in any registration
      statement under which such securities were registered under the Securities
      Act
      or the omission or alleged omission to state therein a material fact required
      to
      be stated therein or necessary to make the statements therein not misleading;
      (ii) any untrue statement (or alleged untrue statement) of a material fact
      contained in any preliminary, final or summary prospectus, offering circular,
      or
      other document (including any related registration statement, notification
      or
      the like) incident to any such registration, qualification, or compliance,
      or
      based on any omission (or alleged omission) to state therein a material fact
      required to be stated therein or necessary to make the statement therein, in
      light of the circumstances under which they were made, or not misleading; or
      (iii) any violation (or alleged violation) by the Company of the Securities
      Act,
      the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”), or any state securities law applicable to the Company, or any
      rule or regulation promulgated under the Securities Act, the Exchange Act,
      or
      any such state law and relating to action or inaction required of the Company
      in
      connection with any such registration, qualification, or compliance, and will
      reimburse each such Holder, each of its officers, directors, and partners,
      and
      each person controlling such Holder, each such underwriter and each person
      who
      controls any such underwriter, within a reasonable amount of time after
      incurred, for any reasonable legal and any other expenses incurred in connection
      with investigating, defending, or settling any such claim, loss, damage,
      liability, or action; provided, however, that the indemnity agreement contained
      in this subsection 1.5(a) shall not apply to amounts paid in settlement of
      any such claim, loss, damage, liability, or action if such settlement is
      effected without the consent of the Company (which consent shall not be
      unreasonably withheld); and provided further, that the Company will not be
      liable in any such case to the extent that any such claim, loss, damage, or
      liability arises out of, or is based on, any untrue statement or omission based
      upon written information furnished to the Company by an instrument duly executed
      by such Holder or underwriter specifically for use therein.

    


    (b)           Each
      Holder will, if Restricted Securities held by or issuable to such Holder are
      included in the securities as to which such registration, qualification or
      compliance is being effected, severally and not jointly, indemnify and hold
      harmless to the fullest extent permitted by law the Company, each of its
      directors and officers, each underwriter, if any, of the Company’s securities
      covered by such a registration statement, each person who controls the Company
      within the meaning of the Securities Act, and each other such Holder, each
      of
      its officers, directors, and partners and each person controlling such Holder,
      against all claims, losses, expenses, damages and liabilities (or actions in
      respect thereof) arising out of or based on any untrue statement (or alleged
      untrue statement) of a material fact contained in any such registration
      statement, prospectus, offering circular, or other document, or any omission
      (or
      alleged omission) to state therein a material fact required to be stated therein
      or necessary to make the statements therein not misleading, and will reimburse
      the Company, such Holders, such directors, officers, partners, persons, or
      underwriters for any reasonable legal or any other expenses incurred in
      connection with investigating, defending, or settling any such claim, loss,
      damage, liability or action, in each case to the extent, but only to the extent,
      that such untrue statement (or alleged untrue statement) or omission (or alleged
      omission) is made in such registration statement, prospectus, offering circular,
      or other document in reliance upon and in conformity with written information
      furnished to the Company by the Holder in an instrument duly executed by such
      Holder specifically for use therein; provided, however, that the indemnity
      agreement contained in this subsection 1.5(b) shall not apply to amounts paid
      in
      settlement of any such claim, loss, damage, liability, or action if such
      settlement is effected without the consent of the Holder (which consent shall
      not be unreasonably withheld); provided further, that the total amount for
      which
      any Holder shall be liable under this subsection 1.5(b) shall not in any event
      exceed the net proceeds received by such Holder from the sale of Restricted
      Securities held by such Holder in such registration; and provided further,
      that
      a Holder will not be liable in any such case to the extent that any such claim,
      loss, damage, or liability arises out of or is based on any untrue statement
      or
      omission based upon written information furnished to the Holder by an instrument
      duly executed by the Company or underwriter specifically for use
      therein.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (c)           Each
      party entitled to indemnification under this subsection 1.5 (the
“Indemnified Party”) shall give notice to the party required to
      provide indemnification (the “Indemnifying Party”) promptly
      after such Indemnified Party has actual knowledge of any claim as to which
      indemnity may be sought, and shall permit the Indemnifying Party to assume
      the
      defense of any such claim or any litigation resulting therefrom; provided that
      counsel for the Indemnifying Party, who shall conduct the defense of such claim
      or litigation, shall be approved by the Indemnified Party (whose approval shall
      not be unreasonably withheld), and the Indemnified Party may participate in
      such
      defense at such party’s expense; and provided further, that the failure of any
      Indemnified Party to give notice as provided herein shall not relieve the
      Indemnifying Party of its obligations hereunder, except to the extent such
      failure resulted in material prejudice to the Indemnifying Party; and provided
      further, that an Indemnified Party (together with all other Indemnified Parties
      which may be represented without conflict by one counsel) shall have the right
      to retain one separate counsel, with the fees and expenses to be paid by the
      Indemnifying Party, if representation of such Indemnified Party by the counsel
      retained by the Indemnifying Party would be inappropriate due to actual or
      potential differing interests between such Indemnified Party and any other
      party
      represented by such counsel in such proceeding.  No Indemnifying
      Party, in the defense of any such claim or litigation, shall, except with the
      consent of each Indemnified Party, consent to entry of any judgment or enter
      into any settlement which does not include as an unconditional term thereof
      the
      giving by the claimant or plaintiff to such Indemnified Party of a release
      from
      all liability in respect to such claim or litigation.

    


    (d)           If
      for any reason the foregoing indemnity is unavailable or is insufficient to
      hold
      harmless an indemnified party under Section 1.5, then each Indemnifying Party
      shall contribute to the amount paid or payable by such Indemnified Party as
      a
      result of any Claim in such proportion as is appropriate to reflect the relative
      fault of the Indemnifying Party, on the one hand, and the Indemnified Party,
      on
      the other hand, with respect to such offering of securities.  The
      relative fault shall be determined by reference to, among other things, whether
      the untrue or alleged untrue statement of a material fact or the omission or
      alleged omission to state a material fact relates to information supplied by
      the
      Indemnifying Party or the Indemnified Party and the parties' relative intent,
      knowledge, access to information, and opportunity to correct or prevent such
      untrue statement or omission.  If, however, the allocation provided in
      the second preceding sentence is not permitted by applicable law, then each
      Indemnifying Party shall contribute to the amount paid or payable by such
      Indemnified Party in such proportion as is appropriate to reflect not only
      such
      relative faults, but also any other relevant equitable
      considerations.  The parties hereto agree that it would not be just
      and equitable if contributions pursuant to this Section 1.5(d) were to be
      determined by pro rata allocation or by any other method of allocation which
      does not take into account the equitable considerations referred to in the
      preceding sentences of this Section 1.5(d).  The amount paid or
      payable in respect of any Claim shall be deemed to include any legal or other
      expenses reasonably incurred by such Indemnified Party in connection with
      investigating or defending any such Claim.  No person guilty of
      fraudulent misrepresentation (within the meaning of Section 11(f) of the
      U.S. Securities Act) shall be entitled to contribution from any person who
      was
      not guilty of such fraudulent misrepresentation.  Notwithstanding
      anything in this Section 1.5 to the contrary, no Indemnifying Party (other
      than the Company) shall be required pursuant to this Section 1.5(d) to
      contribute any amount in excess of the net proceeds received by such
      Indemnifying Party from the sale of Restricted Securities in the offering to
      which the losses, claims, damages, or liabilities of the Indemnified Parties
      relate, less the amount of any indemnification payment made pursuant to Section
      1.5.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (e)           The
      indemnity agreements contained herein shall be in addition to any other rights
      to indemnification or contribution which any Indemnified Party may have pursuant
      to law or contract and shall remain operative and in full force and effect
      regardless of any investigation made or omitted by, or on behalf of, any
      Indemnified Party and shall survive the transfer of the Restricted Securities
      by
      any such party.

    


    1.6           Information
      by Holder.  Any Holder or Holders of Restricted Securities
      included in any registration shall promptly furnish to the Company such
      information regarding such Holder or Holders and the distribution proposed
      by
      such Holder or Holders as the Company may request in writing and as shall be
      required in connection with any registration, qualification, or compliance
      referred to herein.

    


    1.7           Rule
      144 Reporting.  With a view to making available to Holders the
      benefits of certain rules and regulations of the SEC which may permit the sale
      of the Restricted Securities to the public without registration, the Company
      agrees at all times to use best efforts to:

    


    (a)           make
      and keep public information available, as those terms are understood and defined
      in SEC Rule 144, beginning 90 days after the effective date of the first
      registration filed by the Company for an offering of its securities to the
      general public;

    


    (b)           file
      with the SEC in a timely manner all reports and other documents required of
      the
      Company under the Securities Act and the Exchange Act (at any time after it
      has
      become subject to such reporting requirements); and

    


    (c)           so
      long as a Holder owns any Restricted Securities, to furnish to such Holder
      forthwith upon request a written statement by the Company as to its compliance
      with the reporting requirements of said Rule 144 (beginning 90 days after
      the effective date of the first registration statement filed by the Company
      for
      an offering of its securities to the general public), and of the Securities
      Act
      and the Exchange Act (at any time after it has become subject to such reporting
      requirements), a copy of the most recent annual or quarterly report of the
      Company, and such other reports and documents so filed by the Company as the
      Holder may reasonably request in complying with any rule or regulation of the
      SEC allowing the Holder to sell any such securities without
      registration.

    


    1.8           Transfer
      of Registration Rights.  Holders’ rights to cause the Company to
      register their securities and keep information available, granted to them by
      the
      Company under subsections 1.2 and 1.7, may be assigned to a transferee or
      assignee of:  (i) at least 100,000 shares (as adjusted for stock
      splits, stock dividends, recapitalizations and like events); (ii) the
      transfer is in connection with the transfer of all shares of a Holder; or
      (iii) to any constituent partners or members of a Holder which is a
      partnership or limited liability company, or to affiliates (as such term is
      defined in Rule 405 of the Securities Act) of a Holder, provided, that (a)
      the
      Company is given written notice by such Holder at the time of or within a
      reasonable time after said transfer, stating the name and address of said
      transferee or assignee and identifying the securities with respect to which
      such
      registration rights are being assigned; and (b) solely as to transfers pursuant
      to clause (iii) above, any transferees or assignees agree to act through a
      single representative.  The Company may prohibit the transfer of any
      Holders’ rights under this subsection 1.8 to any proposed transferee or assignee
      who the Company reasonably believes is a competitor of the
      Company.  Notwithstanding anything else in this subsection 1.8, any
      Holder may transfer rights to a transferee of a Holder’s Restricted Securities
      if such transferee is a partner, member, or shareholder or a retired partner,
      member, or shareholder of such Holder.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    1.9           Delay
      of Registration.  No Holder shall have any rights to take any
      actions to restrain, enjoin, or otherwise delay any registration as the result
      of any controversy that might arise with respect to the interpretation or
      implementation of this Section 1.

    


    1.10         Termination
      of Registration Rights.  No holder shall be entitled to exercise
      any right provided for in this Section 1 at any time when such Holder may sell
      all its shares in a three (3) month period under Rule 144 of the Securities
      Act.

    


    2.           General.

    


    2.1           Waivers
      and Amendments.  With the written consent of the record holders of
      at least a majority of the Restricted Securities, the obligations of the Company
      and the rights of the parties under this Agreement may be waived (either
      generally or in a particular instance, either retroactively or prospectively,
      and either for a specified period of time or indefinitely), and with the same
      consent the Company, when authorized by resolution of its Board of Directors,
      may enter into a supplementary agreement for the purpose of adding any
      provisions to or changing in any manner or eliminating any of the provisions
      of
      this Agreement; provided, however, that no such modification, amendment, or
      waiver shall reduce the aforesaid percentage of Restricted Securities without
      the consent of all of the Holders of the Restricted Securities. Notwithstanding
      the foregoing, subsections 2.1, 2.2, 2.3, 2.4 and 2.7 may be amended only
      with the written consent of the Company and a majority of the shares then held
      by Qualified Holders.  Upon the effectuation of each such waiver,
      consent, agreement of amendment or modification, the Company shall promptly
      give
      written notice thereof to the record holders of the Restricted Securities or
      Qualified Holders, as the case may be, who have not previously consented thereto
      in writing.  This Agreement or any provision hereof may be changed,
      waived, discharged, or terminated only by a statement in writing signed by
      the
      party against which enforcement of the change, waiver, discharge, or termination
      is sought, except to the extent provided in this
      subsection 3.1.  In addition, the Company will grant the Holders
      any rights of first refusal or registration rights granted to subsequent
      purchasers of the Company’s equity securities to the extent that such subsequent
      rights are superior, in good faith judgment of the Company’s Board of Directors,
      to those granted in connection with the transaction.

    


    2.2           Governing
      Law.  This Agreement shall be governed in all respects by the laws
      of the State of California as such laws are applied to agreements between
      California residents entered into and to be performed entirely within California
      without regard to its conflict of law principles.

    


    2.3           Successors
      and Assigns.  Except as otherwise expressly provided herein, the
      provisions hereof shall inure to the benefit of, and be binding upon, the
      successors, assigns, heirs, executors and administrators of the parties
      hereto.

    


    2.4           Entire
      Agreement.  Except as set forth below, this Agreement and the
      other documents delivered pursuant hereto constitute the full and entire
      understanding and agreement between the parties with regard to the subjects
      hereof and thereof, and this Agreement shall supersede and cancel all prior
      agreements between the parties hereto with regard to the subject matter
      hereof.

    


    2.5           Notices,
      etc.  All notices and other communications required or permitted
      hereunder shall be in writing and shall be delivered by overnight courier
      service, or mailed by first class mail, postage prepaid, certified or registered
      mail, return receipt requested, addressed: (a) if to any Purchaser, at such
      party’s address as set forth in the Company’s records, or at such other address
      as such party shall have furnished to the Company in writing; or (b) if to
      the Company, at such address as the Company shall have furnished to the
      Purchaser in writing.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    2.6           Severability.  In
      case any provision of this Agreement shall be invalid, illegal, or
      unenforceable, the validity, legality, and enforceability of the remaining
      provisions of this Agreement or any provision of the other Agreements shall
      not
      in any way be affected or impaired thereby.

    


    2.7           Titles
      and Subtitles.  The titles of the sections and subsections of this
      Agreement are for convenience of reference only and are not to be considered
      in
      construing this Agreement.

    


    2.8           Counterparts.  This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which together shall constitute one
      instrument.

    


    IN
      WITNESS WHEREOF, the parties hereby have executed this Agreement on the date
      set
      forth underneath their respective signatures below.

    


    
      	 	 	
              “COMPANY” 

            	 
	 	 	 	 	 
	 	 	
              PROCERA
                NETWORKS, INC., 

            	 
	 	 	
              a
                Nevada corporation 

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By:

            	    
              	 
	 	 	
              Doug
                Glader, Chief Executive Officer 

            	 
	 	 	 	 	 
	 	 	
              Date:

            	   
              	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              “HOLDER” 

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	   
              	 
	 	 	 	 	 
	 	 	
              By:

            	  
              	 
	 	 	 	 	 
	 	 	
              Its:

            	   
              	 
	 	 	 	 	 
	 	 	
              Date