Procera Networks Inc Sample Contracts

Procera Networks, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROCERA NETWORKS, INC. (June 5th, 2015)

The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

Procera Networks, Inc. – BYLAWS OF PROCERA NETWORKS, INC. (June 5th, 2015)
Procera Networks, Inc. – AGREEMENT AND PLAN OF MERGER among: KDR HOLDING, INC., a Delaware corporation, KDR ACQUISITION, INC., a Delaware corporation, and PROCERA NETWORKS, INC., a Delaware corporation Dated as of April 21, 2015 (May 6th, 2015)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 21, 2015 (the “Agreement Date”) by and among KDR Holding, Inc., a Delaware corporation (“Parent”), KDR Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Procera Networks, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Procera Networks, Inc. – Procera Networks Announces First Quarter Fiscal 2015 Financial Results (April 27th, 2015)

Fremont, CA – April 27, 2015 – Procera Networks, Inc. (NASDAQ: PKT), the global Subscriber Experience company, today reported financial results for its first quarter ended on March 31, 2015.

Procera Networks, Inc. – AGREEMENT AND PLAN OF MERGER among: KDR HOLDING, INC., a Delaware corporation, KDR ACQUISITION, INC., a Delaware corporation, and PROCERA NETWORKS, INC., a Delaware corporation Dated as of April 21, 2015 (April 22nd, 2015)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 21, 2015 (the “Agreement Date”) by and among KDR Holding, Inc., a Delaware corporation (“Parent”), KDR Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Procera Networks, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Procera Networks, Inc. – Procera Networks Announces Fourth Quarter and Fiscal 2014 Financial Results (February 26th, 2015)

Fremont, CA – February 26, 2015 – Procera Networks, Inc. (NASDAQ: PKT), the global Subscriber Experience company, today reported financial results for its fourth quarter and fiscal year ended on December 31, 2014.

Procera Networks, Inc. – Procera Networks Announces Third Quarter 2014 Financial Results (November 3rd, 2014)

Fremont, CA – November 3, 2014 – Procera Networks, Inc. (NASDAQ: PKT), the global Subscriber Experience company, today reported financial results for its third quarter ended on September 30, 2014.

Procera Networks, Inc. – Procera Networks Announces Second Quarter 2014 Financial Results (August 6th, 2014)

Fremont, CA – August 6, 2014 – Procera Networks, Inc. (NASDAQ: PKT), the global Internet intelligence company, today reported financial results for its second quarter 2014 ended on June 30, 2014.

Procera Networks, Inc. – Procera Networks Announces First Quarter 2014 Financial Results (May 1st, 2014)

Fremont, CA – May 1, 2014 – Procera Networks, Inc. (NASDAQ: PKT), the global Internet intelligence company, today reported financial results for its first quarter 2014 ended on March 31, 2014.

Procera Networks, Inc. – AMENDED AND RESTATED BYLAWS OF PROCERA NETWORKS, INC. a Delaware corporation (March 13th, 2014)

The principal office of Procera Networks, Inc., a Delaware corporation (“Corporation”), shall be located at the principal place of business or such other place as the Board of Directors (the “Board”) may designate. The Corporation may have such other offices, either within or without the State of Delaware, as the Board may designate or as the business of the Corporation may require from time to time.

Procera Networks, Inc. – PROCERA NETWORKS, INC. 2007 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (Sweden Grant Recipients) (March 11th, 2014)

Unless otherwise defined herein, the terms defined in the Procera Networks, Inc. 2007 Equity Incentive Plan, as amended (the “Plan”), will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”), which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A.

Procera Networks, Inc. – PROCERA NETWORKS, INC. 2007 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (March 11th, 2014)

Unless otherwise defined herein, the terms defined in the Procera Networks, Inc. 2007 Equity Incentive Plan, as amended (the “Plan”), will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”), which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A.

Procera Networks, Inc. – PROCERA NETWORKS, INC. 2007 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (March 11th, 2014)

Unless otherwise defined herein, the terms defined in the Procera Networks, Inc. 2007 Equity Incentive Plan, as amended (the “Plan”), will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”), which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A.

Procera Networks, Inc. – PROCERA NETWORKS, INC. 2007 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (Canadian Grant Recipients) (March 11th, 2014)

Unless otherwise defined herein, the terms defined in the Procera Networks, Inc. 2007 Equity Incentive Plan, as amended (the “Plan”), will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”), which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A.

Procera Networks, Inc. – Procera Networks Announces Fourth Quarter and Fiscal 2013 Financial Results (February 27th, 2014)

· Expanded the product portfolio, including enhancing capabilities with network and subscriber analytics and visualization

Procera Networks, Inc. – Procera Networks Announces Third Quarter 2013 Financial Results (November 4th, 2013)

Fremont, CA – November 4, 2013 – Procera Networks, Inc. (NASDAQ: PKT), the global intelligent policy enforcement company, today reported financial results for its third quarter ended September 30, 2013.

Procera Networks, Inc. – Procera Networks Announces Second Quarter 2013 Financial Results (August 7th, 2013)

Fremont, CA – August 7, 2013 – Procera Networks, Inc. (NASDAQ: PKT), the global intelligent policy enforcement company, today reported financial results for its second quarter ended June 30, 2013.

Procera Networks Inc – CERTIFICATE OF INCORPORATION OF PROCERA NETWORKS, INC. (June 14th, 2013)

The address of the registered offices of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent in charge thereof is Corporation Service Company.

Procera Networks Inc – INDEMNITY AGREEMENT (June 14th, 2013)

THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 20 , is made by and between PROCERA NETWORKS, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).

Procera Networks Inc – PLAN OF CONVERSION of PROCERA NETWORKS, INC., a Nevada corporation into PROCERA NETWORKS, INC., a Delaware corporation (June 14th, 2013)

THIS PLAN OF CONVERSION, dated as of June 13, 2013 (including all of the Exhibits attached hereto, this “Plan”), is hereby adopted by Procera Networks, Inc., a Nevada corporation, in order to set forth the terms, conditions and procedures governing the conversion of Procera Networks, Inc. from a Nevada corporation to a Delaware corporation pursuant to Section 265 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and Section 92A.120 of the Nevada Revised Statutes, as amended (the “NRS”).

Procera Networks Inc – BYLAWS OF PROCERA NETWORKS, INC. a Delaware corporation (June 14th, 2013)

The principal office of Procera Networks, Inc., a Delaware corporation (“Corporation”), shall be located at the principal place of business or such other place as the Board of Directors (the “Board”) may designate. The Corporation may have such other offices, either within or without the State of Delaware, as the Board may designate or as the business of the Corporation may require from time to time.

Procera Networks Inc – STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A NON-DELAWARE CORPORATION TO A DELAWARE CORPORATION PURSUANT TO SECTION 265 OF THE DELAWARE GENERAL CORPORATION LAW (June 14th, 2013)
Procera Networks Inc – PROCERA NETWORKS, INC. 2007 EQUITY INCENTIVE PLAN APPROVED BY THE BOARD: OCTOBER 17, 2007 APPROVED BY THE STOCKHOLDERS: JANUARY 30, 2008 TERMINATION DATE: OCTOBER 16, 2017 AMENDED: NOVEMBER 13, 2009 APPROVED BY THE STOCKHOLDERS: DECEMBER 16, 2009 (THE “AMENDMENT DATE”) AMENDED: MARCH 10, 2011 APPROVED BY THE STOCKHOLDERS: JUNE 13, 2011 AMENDED: MARCH 8, 2012 APPROVED BY THE STOCKHOLDERS: AUGUST 27, 2012 AMENDED: MARCH 12, 2013 APPROVED BY THE STOCKHOLDERS: MAY 30, 2013 (June 3rd, 2013)
Procera Networks Inc – Procera Networks Announces First Quarter 2013 Financial Results (May 2nd, 2013)

FREMONT, Calif., May 2, 2013 – Procera Networks, Inc. (NASDAQ: PKT), the global intelligent policy enforcement company, today reported financial results for its first quarter ended March 31, 2013.

Procera Networks Inc – PROCERA NETWORKS, INC. INDUCEMENT GRANT STOCK OPTION GRANT NOTICE (February 13th, 2013)

Procera Networks, Inc. (the “Company”) hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the Option Agreement and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms used herein but not defined shall have the meanings given to such terms in the Option Agreement.

Procera Networks Inc – PROCERA NETWORKS, INC. INDUCEMENT GRANT STOCK OPTION GRANT NOTICE (February 13th, 2013)

Procera Networks, Inc. (the “Company”) hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the Option Agreement and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms used herein but not defined shall have the meanings given to such terms in the Option Agreement.

Procera Networks Inc – SHARE PURCHASE AGREEMENT among: PROCERA NETWORKS, INC., PROCERA NETWORKS KELOWNA ULC, VINEYARD NETWORKS INC., THE SHAREHOLDERS, AND JOHN DROPE & ASSOCIATES LTD., as the SHAREHOLDERS’ REPRESENTATIVE Dated as of January 7, 2013 (February 13th, 2013)

officers, consultants, independent contractors, contingent workers or leased employees of such Person or the dependents of any of them (whether written or oral), or with respect to which such Person has any liability or obligation, including (a) each deferred compensation, salary, bonus, incentive compensation, pension, retirement, employee share ownership, share purchase, share option, restricted share, profit sharing or deferred profit sharing, incentive, share appreciation, phantom share plan and other equity compensation plan or welfare plan, (b) each pension plan, (c) each severance or termination plan or agreement, and each other plan providing health, vacation, supplemental unemployment benefit, hospitalization insurance, medical, dental, disability, accident, salary continuation, life insurance, sick pay, sick leave, supplemental retirement, death or survivor benefits, fringe benefits or legal benefits, and (d) each other employee benefit plan, fund, program, agreement or arran

Procera Networks Inc – PROCERA NETWORKS, INC. RESTATED EXECUTIVE EMPLOYMENT AGREEMENT for CHARLES CONSTANTI (December 5th, 2012)

This RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) by and between Charles Constanti (“Executive”) and Procera Networks, Inc., a Nevada corporation (the “Company”), is effective as of the last date signed by the Parties (the “Effective Date”). This Agreement amends and restates that certain Executive Employment Agreement, entered into on April 27, 2009, by and between Executive and the Company (the “Prior Agreement”). The Company and Executive may be referred to herein collectively as the “Parties,” or individually as a “Party.”

Procera Networks Inc – PROCERA NETWORKS, INC. RESTATED EXECUTIVE EMPLOYMENT AGREEMENT for JAMES F. BREAR (December 5th, 2012)

This RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) by and between James F. Brear (“Executive”) and Procera Networks, Inc., a Nevada corporation (the “Company”), is effective as of the last date signed by the Parties (the “Effective Date”). This Agreement amends and restates that certain Executive Employment Agreement, entered into on February 6, 2008, by and between Executive and the Company (the “Prior Agreement”). The Company and Executive may be referred to herein collectively as the “Parties,” or individually as a “Party.”

Procera Networks Inc – PROCERA NETWORKS, INC. 2007 EQUITY INCENTIVE PLAN APPROVED BY THE BOARD: OCTOBER 17, 2007 APPROVED BY THE STOCKHOLDERS: JANUARY 30, 2008 TERMINATION DATE: OCTOBER 16, 2017 AMENDED: NOVEMBER 13, 2009 APPROVED BY THE STOCKHOLDERS: DECEMBER 16, 2009 (THE “AMENDMENT DATE”) AMENDED: MARCH 10, 2011 APPROVED BY THE STOCKHOLDERS: JUNE 13, 2011 AMENDED: MARCH 8, 2012 APPROVED BY THE STOCKHOLDERS: AUGUST 27, 2012 (August 28th, 2012)
Procera Networks Inc – 4,500,000 Shares PROCERA NETWORKS, INC. Common Stock UNDERWRITING AGREEMENT (April 20th, 2012)

Procera Networks, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom you are acting as representative (the “Representative”), an aggregate of 4,500,000 shares (the “Firm Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional 675,000 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.”

Procera Networks Inc – Press Release Procera Networks, Inc. Announces Pricing of Common Stock (April 20th, 2012)

Fremont, CA, April 19, 2012 – Procera Networks, Inc. (“Procera”) (NASDAQ: PKT), the Intelligent Policy Enforcement (IPE) company, today announced the pricing of a common stock offering of 4,500,000 primary shares at a price to the public of $21.00 per share. The underwriters have a 30-day option to purchase up to an additional 675,000 shares to cover over allotments, if any.

Procera Networks Inc – AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (February 8th, 2012)

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of February 3, 2012 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and PROCERA NETWORKS, INC., a Nevada corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

Procera Networks Inc – Procera Networks, Inc. 2007 Equity Incentive Plan Approved by the Board: October 17, 2007 Approved by the Stockholders: January 30, 2008 Termination Date: October 16, 2017 Amended: November 13, 2009 Approved by the Stockholders: December 16, 2009 (the “Amendment Date”) Amended: March 10, 2011 Approved by the Stockholders: June 13, 2011 (June 17th, 2011)
Procera Networks Inc – 2,632,000 Shares PROCERA NETWORKS, INC. Common Stock UNDERWRITING AGREEMENT (June 9th, 2011)

Procera Networks, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom you are acting as representative (the “Representative”), an aggregate of 2,632,000 shares (the “Firm Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional 394,800 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.