ex4_13.htm


    
      

    

    Exhibit
      4.13

    


    Procera
      Networks, Inc.

    


    


    Registrable
      Common Stock at $0.50 per share

    with
      50% Warrant Coverage at $0.75 per share

    


    


    SUBSCRIPTION
      AGREEMENT

    


    1.           Subscription:

    


     
      (a)           The
      undersigned (individually and/or collectively, the "Participant") hereby applies
      to become a participant in the restricted common stock (the "Shares" or the
      "Common Stock") of Procera Networks, Inc., a Delaware corporation (the
      "Company"), in accordance with the terms and conditions of this Subscription
      Agreement (the "Subscription").

    


     
      (b)           Before this
      subscription for participation in the Shares is considered, the Participant
      must
      complete, execute and deliver to the Company the following:

    


     
      (i)           This
      Subscription Agreement;

    


     
      (ii)           The
      Procera Registration Rights Agreement; and

    


     
      (iii)           The
      Participant’s check in the amount of
      $                               .

     

     

     
      (c)           Number of
      shares
      purchased:                                                                    
 .

     

     
      (d)           Number of
      warrants granted, at $.75 per
      share:                                                                           .

    


     
      (e)           This
      subscription is irrevocable by the Participant.

    


     
      (f)           This
      subscription is not transferable or assignable by the Participant

    


     
      (g)           This
      subscription may be rejected in whole or in part by the Company in its sole
      discretion.  In the event this subscription is rejected by the
      Company, all funds and documents tendered by the Participant shall be
      returned.

    


    2.           Representations
      by Participant.  In consideration of the Company’s acceptance
      of participation, I make the following representations and warranties to the
      Company, to its principals, and to participating broker-dealers, if any, jointly
      and severally, which warranties and representations shall survive any acceptance
      of my participation in the Shares:

    


     
      (a)           I have had
      the opportunity to ask questions and receive any additional information from
      persons acting on behalf of the Company to verify my understanding of the terms
      thereof and of the Company’s business and status thereof, and that no oral
      information furnished to the undersigned or my advisors in connection with
      my
      participation in the Shares has been in any way inconsistent with other
      documentary information provided.

    


     
      (b)           I
      acknowledge that I have not seen, received, been presented with, or been
      solicited by any leaflet, public promotional meeting, newspaper or magazine
      article or advertisement, radio or television advertisement, or any other form
      of advertising or general solicitation with respect to my participation in
      the
      Shares.

    
      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          



      

    

     
      (c)           The Shares
      are being purchased for my own account for long-term investment and not with
      a
      view to immediately re-sell the Shares.  No other person or entity
      will have any direct or indirect beneficial interest in, or right to, the
      Shares.  I or my agents or investment advisors have such knowledge and
      experience in financial and business matters that will enable me to utilize
      the
      information made available to me in connection with the participation in the
      Shares to evaluate the merits and risks of participation and to make an informed
      investment decision.

     

     
      (d)           I
      acknowledge that the Shares have not been registered under the Securities Act
      of
      1933, as amended (the "Securities Act"), or qualified under the California
      Securities Law, or any other applicable blue sky laws, in reliance, in part,
      on
      my representations, warranties and agreements made herein.

    


     
      (e)           Other than
      the rights specifically set forth in the Procera Shareholder Rights Agreement,
      I
      represent, warrant and agree that the Company and the officers of the Company
      (the "Company’s Officers") are under no obligation to register or qualify the
      participation in the Shares under the Securities Act or under any state
      securities law, or to assist the undersigned in complying with any exemption
      from registration and qualification.

    


     
      (f)            I
      represent that I meet the criteria for participation because (i) I have a
      preexisting personal or business relationship with the Company or one or more
      of
      its partners, officers, directors or controlling persons or (ii) by reason
      of my
      business or financial experience, or by reason of the business   or
      financial experience of my financial advisors who are unaffiliated with, and
      are
      not compensated, directly or indirectly, by the Company or any affiliate or
      selling agent of the Company, I am capable of evaluating the risk and merits
      of
      an investment in the Shares and of protecting my own interests; AND

    


    
      	
            	
              (i)

            	
              I
                have minimum net worth in excess of $1,000,000,
                or

            


    

    


    
      	
            	
              (ii)

            	
              I
                have income in excess of $200,000 or joint income with my spouse
                in excess
                of $300,000 in each of the two most recent years, and I/we have a
                reasonable expectation of reaching the same income level in the current
                year; or

            


    

    


    
      	
            	
              (iii)

            	
              I
                am a director or executive officer of the Company;
                or

            


    

    


    
      	
            	
              (iv)

            	
              If
                a trust, the trust has total assets in excess of $5,000,000 and was
                not
                formed for the specific purpose of acquiring the Shares and the purchase
                was directed by a sophisticated person as described in 7 CFR §
                230.506(b)(2)(ii); or

            


    

    


    
      	
            	
              (v)

            	
              If
                a corporation or partnership, the corporation or partnership has
                total
                assets in excess of $5,000,000 and was not formed for the specific
                purpose
                of acquiring the Shares; or

            


    

    


    
      	
            	
              (vi)

            	
              If
                an entity, all of the equity owners meet the criteria for participation
                set forth in this Paragraph 2(f).

            


    

    


     
      (g)           I
      understand that the participation in the Shares is illiquid, cannot be readily
      sold as there will not be a public market for them and that I may not be able
      to
      sell or dispose of my participation in the Shares, or to utilize the Shares
      as
      collateral for a loan.  I must not purchase participation in the
      Shares unless I have liquid assets sufficient to assure myself that such
      purchase will cause me no undue financial difficulties and that I can still
      provide for my current and possible personal contingencies, and that the
      commitment herein for participation in the Shares, combined with other
      investments of mine, is reasonable in relation to my net worth.

    


     
      (h)           I
      understand that my right to transfer my participation in the Shares will be
      restricted against transfers unless the transfer is not in violation of the
      Securities Act, the California Securities Law, and any other applicable state
      securities laws (including investment suitability standards), that the Company
      will not consent to a transfer of participation in the Shares unless the
      transferee represents that such transferee meets the financial suitability
      standards required of an initial participant and that the Company has the right,
      in its absolute discretion, to refuse to consent to such transfer.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     
      (i)            I have
      been advised to consult with my own attorney or attorneys regarding all legal
      matters concerning an investment in the Company and the tax consequences of
      participation in the Shares, and have done so, to the extent I consider
      necessary.

    


     
      (j)            I
      acknowledge that the tax consequences to me of investing in the Company will
      depend on my particular circumstances, and neither the Company, the Company’s
      Officers, any other investors, nor the partners, shareholders, members,
      managers, agents, officers, directors, employees, affiliates or consultants
      of
      any of them, will be responsible or liable for the tax consequences to me of
      an
      investment in the Company.  I will look solely to and rely upon my own
      advisers with respect to the tax consequences of this investment

    


     
      (k)           All
      information which I have provided to the Company concerning myself, my financial
      position and my knowledge of financial and business matters is truthful,
      accurate, correct and complete as of the date set forth herein.

    


    3.           Agreement
      to Indemnify Company.  I hereby agree to indemnify and hold
      harmless the Company, its principals, the Company’s officers, directors and
      attorneys, from any and all damages, costs and expenses (including actual
      attorneys’ fees) which they may incur (i) by reason of my failure to fulfill any
      of the terms and conditions of participation, (ii) by reason of my breach of
      any
      of my representations, warranties or agreements contained herein; (iii) with
      respect to any and all claims made by or involving any person, other than me
      personally, claiming any interest, right, title, power or authority in respect
      to my participation.  I further agree and acknowledge that these
      indemnifications shall survive any sale or transfer, or attempted sale or
      transfer, of any portion of my participation.

    


    4.           Subscription
      Binding on Heirs, etc.  This subscription, upon acceptance by
      the Company, shall be binding upon the heirs, executors, administrators,
      successors and assigns of the Participant.  If the undersigned is more
      than one person, the obligations of the undersigned shall be joint and several
      and the representations and warranties shall be deemed to be made by and be
      binding on each such person and his heirs, executors, administrators,
      successors, and assigns.

    


    5.           Execution
      Authorized.  If this subscription is executed on behalf of a
      corporation, partnership, trust or other entity, the undersigned has been duly
      authorized and empowered to legally represent such entity and to execute this
      subscription and all other instruments in connection with participation in
      the
      Shares and the signature of the person is binding upon such entity.

    


    6.           Adoption
      of Terms and Provisions.  The Participant hereby adopts,
      accepts and agrees to be bound by all the terms and provisions
      hereof.

    


    7.           Governing
      Law.  This subscription shall be construed in accordance with
      the laws of the State of California.

    


    8.           Investor
      Information:

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (The
      information below should be consistent with the form of ownership selected
      below.)

    


    
      	
              Name
                (please print):

            	
               

            	 
	 	 	 
	
              If
                entity named above, By:

            	
               

            	 
	
              Its:

            	 	 
	 	 	 
	
              Social
                Security or Taxpayer I.D. Number:

            	
               

            	 
	 	 	 
	
              Business
                Address (including zip code):

            	
               

            	 
	 	
               

            	 
	 	 	 
	
              Business
                Phone:

            	
               

            	 
	 	 	 
	
              Residence
                Address (including zip code):

            	
               

            	 
	 	
               

            	 
	 	 	 
	
              Residence
                Phone:

            	
               

            	 
	 	 	 


    

    


    
      	
              All
                communications to be sent to:  

            
	 	 	 
	 	 	
              Business
                or

            
	 	 	 
	 	 	
              Residence
                Address

            


    

    


    Please
      indicate below the form in which you will hold title to your interest in the
      Shares.  PLEASE CONSIDER CAREFULLY.  ONCE YOUR SUBSCRIPTION
      IS ACCEPTED, A CHANGE IN THE FORM OF TITLE CONSTITUTES A TRANSFER OF THE
      INTEREST IN THE SHARES AND MAY THEREFORE BE RESTRICTED BY THE TERMS OF THIS
      SUBSCRIPTION, AND MAY RESULT IN ADDITIONAL COSTS TO YOU.  Subscribers
      should seek the advice of their attorneys in deciding in which of the forms
      they
      should take ownership of the interest in the Shares, because different forms
      of
      ownership can have varying gift tax, estate tax, income tax, and other
      consequences, depending on the state of the inves­tor's domicile and his or
      her particular personal circumstances.

     

    
      
        	 	 	
                INDIVIDUAL
                  OWNERSHIP (one signature required)

              
	 	 	 
	 	 	
                JOINT
                  TENANTS WITH RIGHT OF SURVIVORSHIP AND NOT AS TENANTS IN COMMON
                  (both or
                  all parties must sign)

              
	 	 	 
	 	 	
                COMMUNITY
                  PROPERTY (one signature required if interest held in one name,
                  i.e.,
                  managing spouse; two signatures required if interest held in both
                  names)

              
	 	 	 
	 	 	
                TENANTS
                  IN COMMON (both or all parties must sign)

              
	 	 	 
	 	 	
                GENERAL
                  PARTNERSHIP (fill out all documents in the name of the PARTNERSHIP,
                  by a
                  PARTNER authorized to sign, and include a copy of the Partnership
                  Agreement)

              
	 	 	 
	 	 	
                LIMITED
                  PARTNERSHIP (fill out all documents in the name of the LIMITED
                  PARTNERSHIP, by a GENERAL PARTNER autho­rized to sign, and include a
                  copy of the Limited Partnership Agreement and any other document
                  showing
                  that the investment is authorized)

              
	 	 	 
	 	 	
                LIMITED
                  LIABILITY COMPANY (fill out all documents in the name of the LIMITED
                  LIABILITY COMPANY, by a member authorized to sign, and include
                  a copy of
                  the LIMITED LIABILITY COMPANY’s Operating Agreement and any other
                  documents necessary to show the investment is
                  authorized.)

              
	 	 	
                 

              
	 	 	
                CORPORATION
                  (fill out all documents in the name of the CORPORATION, by the
                  President
                  or other officer authorized to sign, and include a copy of the
                  Corporation's Articles and certified Corporate Resolution authorizing
                  the
                  signature)

              
	 	 	 
	 	 	
                TRUST
                  (fill out all documents in the name of the TRUST, by the Trustee,
                  and
                  include a copy of the instrument

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

     

    Subject
      to acceptance by the Company, the undersigned has completed this Subscription
      Agreement to evidence his/her sub­scrip­tion for participation in the
      Shares of the Company, this   day of  , 2003, at
 ,  .

     

    
      	
               

            	 
	
               

            	Subscriber


    

     

    The
      Company has accepted this subscription this
               
 day of
                            
, 2003.

     

     

     

    
      	 	Procera
              Networks, Inc., a Delaware corporation	 
	 	  	 
	 	
              By:

            	
               

            	 
	 	
               

            	
              Douglas
                Glader, CEO

            	 
	 	  	 
	 	
              Address
                for Notice: 

            	 
	 	  	 
	 	
              Procera
                Networks 

            	 
	 	
              3175
                South Winchester Boulevard 

            	 
	 	
              Campbell,
                CA  95008 

            	 


    

     

     

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