Form of Investor Questionnaire

ISSUER:

Procera Networks, Inc.

100 Cooper Court

Los Gatos, California, 95032

INVESTOR:

Name

Street Address

City

State

Zip Code

(

 

Area Code

Telephone Number

Procera Networks, Inc.

Investor Questionnaire

¨

A bank as defined in Section 3(a)(2) of the United States Securities Act of 1933, as amended (the “Securities Act”), or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity.

¨

A broker or dealer registered pursuant to section 15 of the United States Securities Exchange Act of 1934.

¨

An insurance company as defined in Section 2(a) (13) of the Securities Act.

¨

An investment company registered under the United States Investment Company Act of 1940 or a business development company as defined in Section 2(a) (48) of the United States Investment Company Act of 1940.

¨

A small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the United States Small Business Investment Act of 1958.

¨

A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of U.S. $5,000,000.

¨

An employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered financial advisor, or if the employee benefit plan has total assets in excess of U.S.$5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.

¨

A private business development company as defined in Section 202(a) (22) of the United States Investment Advisors Act of 1940.

¨

A corporation, an organization described in Section 501(c)(3) of the United States Internal Revenue Code, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring Shares of the Company, with total assets in excess of U.S.$5,000,000.

¨

A trust with total assets in excess of U.S.$5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act.

¨

Any entity in which all of the equity owners are accredited investors within the meaning of Rule 501(a) of Regulation D under the Securities Act.

Procera Networks, Inc.

Investor Questionnaire

Any director, executive officer, or general partner of the Company, or any director, executive officer, or general partner of a general partner of the Company.

(Entity Name)

By:

(Print Name)

Title:

Date:

Procera Networks, Inc.

Investor Questionnaire

Name:

 

Residence Address:

 

Residence Telephone:

 

Date of Birth:

 

Social Security Number:

 

Occupation:

 

Present Employer:

 

Position/Title:

 

Number of Years:

 

Business Address:

 

Business Telephone:

 

3.

RESIDENCE INFORMATION

(1)

Set forth in the space provided below the state(s) in which you have maintained your principal residence during the past three (3) years and dates during which you resided in each state.

(2)

Do you maintain residence in any other state? If yes, in which state(s)?

Procera Networks, Inc.

Investor Questionnaire

4.

5.

Procera Networks, Inc.

Investor Questionnaire

6.

7A.

7B.

8.

9.

Publicly-Traded Securities

Privately-Placed Securities

Frequently

Occasionally

Never

Procera Networks, Inc.

Investor Questionnaire

Print Name:

 

Signature:

 

Dated:

 

Procera Networks, Inc.

Investor Questionnaire