PROCERA NETWORKS, INC. Contracts & Agreements

AGREEMENT AND PLAN OF MERGER among: KDR HOLDING, INC., a Delaware corporation, KDRACQUISITION, INC., a Delaware corporation, and PROCERA NETWORKS, INC., aDelaware corporation... (Filed With SEC on May 6, 2015)

AGREEMENT AND PLAN OF MERGER among: KDR HOLDING, INC., a Delaware corporation, KDRACQUISITION, INC., a Delaware corporation, and PROCERA NETWORKS, INC., aDelaware corporation... (Filed With SEC on April 22, 2015)

Form of Restricted Stock Unit Award Agreement for United States residents (2007 Equity Incentive Plan, as amended) (Filed With SEC on March 11, 2014)

Form of Restricted Stock Unit Award Agreement for Swedish residents (2007 Equity Incentive Plan, as amended) (Filed With SEC on March 11, 2014)

Form of Restricted Stock Unit Award Agreement for Canadian residents (2007 Equity Incentive Plan, as amended) (Filed With SEC on March 11, 2014)

Form of Restricted Stock Unit Award Agreement for residents outside the United States, Sweden and Canada (2007 Equity Incentive Plan, as amended) (Filed With SEC on March 11, 2014)

PLAN OF CONVERSION of PROCERA NETWORKS, INC., a Nevada corporation into PROCERA NETWORKS, INC., a Delaware corporation (Filed With SEC on June 14, 2013)

INDEMNITY AGREEMENT (Filed With SEC on June 14, 2013)

PROCERA NETWORKS, INC. 2007EQUITY INCENTIVE PLAN APPROVED BYTHE BOARD: OCTOBER 17, 2007 APPROVED BYTHE STOCKHOLDERS: JANUARY 30, 2008 TERMINATIONDATE: OCTOBER 16, 2017 AMENDED:... (Filed With SEC on June 3, 2013)

PROCERA NETWORKS, INC. RESTATED EXECUTIVE EMPLOYMENT AGREEMENT for JAMES F. BREAR (Filed With SEC on December 5, 2012)

PROCERA NETWORKS, INC. RESTATED EXECUTIVE EMPLOYMENT AGREEMENT for CHARLES CONSTANTI (Filed With SEC on December 5, 2012)

PROCERA NETWORKS, INC. 2007EQUITY INCENTIVE PLAN APPROVED BYTHE BOARD: OCTOBER 17, 2007 APPROVED BYTHE STOCKHOLDERS: JANUARY 30, 2008 TERMINATIONDATE: OCTOBER 16, 2017 AMENDED:... (Filed With SEC on August 28, 2012)

4,500,000 Shares PROCERA NETWORKS, INC. Common Stock UNDERWRITING AGREEMENT (Filed With SEC on April 20, 2012)

Amended and Restated Loan and Security Agreement by and between Procera Networks, Inc. and Silicon Valley Bank, dated February 3, 2012 (Filed With SEC on February 8, 2012)

Procera Networks, Inc. 2007 Equity Incentive Plan (Filed With SEC on June 17, 2011)

Underwriting Agreement, dated June 9, 2011 (Filed With SEC on June 9, 2011)

Third Amendment to Loan and Security Agreement by and between the Company and Silicon Valley Bank, dated January 17, 2011 (Filed With SEC on May 10, 2011)

Form of Restricted Stock Bonus Grant Notice (2007 Equity Incentive Plan) (Filed With SEC on May 10, 2011)

Form of Restricted Stock Bonus Agreement (2007 Equity Incentive Plan) (Filed With SEC on May 10, 2011)

Amendment No. 1 to Master OEM Purchase and Sales Agreement among the Company, GENBAND US LLC and GENBAND Ireland Ltd., dated November 19, 2010 (Filed With SEC on March 16, 2011)

Form of Common Stock Certificate (Filed With SEC on February 4, 2011)

Second Amendment to Lease by and between the Company and Vasona Business Park, dated April 1, 2010 (Filed With SEC on August 9, 2010)

Placement Agent Agreement dated March 1, 2010 by and among Procera Networks, Inc. and Merriman Curhan Ford & Co (Filed With SEC on March 2, 2010)

Form of Subscription Agreement by and between Procera Networks, Inc. and each investor (Filed With SEC on March 2, 2010)

Form of Placement Agent Warrant (Filed With SEC on March 2, 2010)

Form of Warrant issued to Silicon Valley Bank dated December 10, 2009 (Filed With SEC on February 11, 2010)

Loan and Security Agreement between Procera Networks, Inc. and Silicon Valley Bank, dated December 10, 2009 (Filed With SEC on February 11, 2010)

Amendment to Lease Agreement between Procera Networks, Inc. and Vasona Business Park, dated April 30, 2009 (Filed With SEC on August 12, 2009)

Form of Indemnification Agreement between Procera Networks, Inc. and its directors and officers (Filed With SEC on August 12, 2009)

Summary of Agreement between Procera Networks, Inc. and Continuous Computing Corporation, dated April 13, 2009 (Filed With SEC on August 12, 2009)

Form of Subscription Agreement (Filed With SEC on May 8, 2009)

Form of Note Purchase Agreement (Convertible Promissory Note) (Filed With SEC on May 8, 2009)

Form of Note Purchase Agreement (Nonconvertible Promissory Note) (Filed With SEC on May 8, 2009)

Executive Employment Agreement by and between Procera Networks, Inc. and Charles Constanti (Filed With SEC on April 30, 2009)

Loan and Security Agreement by and between Procera Networks, Inc. and Peninsula Bank Business Funding (Filed With SEC on March 19, 2009)

Separation and Consulting Agreement by and between the Company and David E. Stepner entered into as of September 12, 2008 (Filed With SEC on November 12, 2008)

Amendment to Separation and Consulting Agreement by and between the Company and David E. Stepner entered into as of November 4, 2008 (Filed With SEC on November 12, 2008)

Amendment No. 1 to Subscription Agreement., dated September 12, 2008 (Filed With SEC on September 17, 2008)

Form of Subscription Agreement (Filed With SEC on August 29, 2008)

2007 Equity Incentive Plan (Filed With SEC on May 12, 2008)

Executive Employment Agreement for James F. Brear dated as of February 11, 2008 (Filed With SEC on May 12, 2008)

LeaseExtension (Filed With SEC on April 2, 2008)

/s/ Paul Eovino (Filed With SEC on April 2, 2008)

Form of Subscription Agreement (Filed With SEC on July 19, 2007)

Form of Registration Rights Agreement (Filed With SEC on July 19, 2007)

Form of Common Stock Subscription Agreement by and between Procera and the Investors (Filed With SEC on December 6, 2006)

Form of Warrant Agreement by and between Procera and the Investors (Filed With SEC on December 6, 2006)

Form of Registration Rights Agreement by and between Procera and the Investors (Filed With SEC on December 6, 2006)

Form of Investor Questionnaire (Filed With SEC on December 6, 2006)

Escrow Agreement by and between Heritage Bank of Commerce and Procera dated November 13, 2006 (Filed With SEC on December 6, 2006)

Stock Exchange Agreement and Plan of Reorganization by and between Procera and the Sellers of Netintact PTY LTD, dated September 29, 2006 (Filed With SEC on October 5, 2006)

Escrow Agreement dated September 29, 2006 (Filed With SEC on October 5, 2006)

Lockup Agreement dated September 29, 2006 (Filed With SEC on October 5, 2006)

First Amended and Restated Stock Exchange Agreement and Plan of Reorganization by and between Procera and the Sellers of Netintact dated August 18, 2006 (Filed With SEC on August 31, 2006)

Form of Closing Date Warrant Agreement dated August 18, 2006 (Filed With SEC on August 31, 2006)

Form of Incentive Warrant Agreement dated August 18, 2006 (Filed With SEC on August 31, 2006)

Lockup Agreement dated August 18, 2006 (Filed With SEC on August 31, 2006)

Voting Agreement dated August 18, 2006 (Filed With SEC on August 31, 2006)

Escrow Agreement dated August 18, 2006 (Filed With SEC on August 31, 2006)

Stock Exchange Agreement and Plan of Reorganization by and between Procera and the Shareholders of Netintact dated June 29, 2006 (Filed With SEC on July 5, 2006)

Non-Binding Letter of Intent by and between Procera and Netintact dated May 9, 2006 (Filed With SEC on May 22, 2006)

PROCERA NETWORKS, INC. SUBSCRIPTION AGREEMENT Restricted Common Stock at $0.40 per Share (Filed With SEC on March 1, 2006)

PROCERA NETWORKS, INC. (Filed With SEC on March 1, 2006)

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM SUPPLEMENT NO 1 Target Offering: 15,000,000 Shares of COMMON STOCK $6,000,000 at $0.40 per Share (Filed With SEC on March 1, 2006)

PROCERA NETWORKS, INC. REGISTRATION RIGHTS AGREEMENT (Filed With SEC on March 1, 2006)

Annex A (Filed With SEC on March 1, 2006)

Category

Industry

Companies

Contracts

PROCERA NETWORKS, INC. Contracts & Agreements