Procera Networks Inc Sample Contracts

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RESTRICTED COMMON STOCK AT $1.25 PER SHARE
Warrant Agreement • January 4th, 2005 • Procera Networks Inc • Services-computer programming services • California
EXHIBIT C ---------
Registration Rights Agreement • January 4th, 2005 • Procera Networks Inc • Services-computer programming services • California
INDEMNITY AGREEMENT
Indemnity Agreement • June 14th, 2013 • Procera Networks Inc • Services-computer programming services • Delaware

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

RECITALS
Settlement and Release Agreement • April 15th, 2004 • Procera Networks Inc • Services-computer programming services • California
4,500,000 Shares PROCERA NETWORKS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • April 20th, 2012 • Procera Networks Inc • Services-computer programming services • New York

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.”

INDEMNITY AGREEMENT
Indemnity Agreement • August 12th, 2009 • Procera Networks Inc • Services-computer programming services • Nevada

This Indemnity Agreement (this “Agreement”) dated as of ___________ _____, 20__, is made by and between Procera Networks, Inc., a Nevada corporation (the “Company”), and _________________ (“Indemnitee”).

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
Agreement and Plan of Merger • April 22nd, 2015 • Procera Networks, Inc. • Services-computer programming services • Delaware

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.

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 8th, 2012 • Procera Networks Inc • Services-computer programming services • Nevada

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:

18,000,000 Shares of Common Stock PROCERA NETWORKS, INC. Common Stock (par value $0.001) PLACEMENT AGENT AGREEMENT
Agent Agreement • March 2nd, 2010 • Procera Networks Inc • Services-computer programming services • New York
PROCERA NETWORKS, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 5th, 2007 • Procera Networks Inc • Services-computer programming services • California

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of _________, 2003, by and among Procera Networks, Inc., a Delaware corporation (the “Company”), and the undersigned holders of common stock of the Company together with their qualifying transferees (the “Holders”).

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
Agreement and Plan of Merger • May 6th, 2015 • Procera Networks, Inc. • Services-computer programming services • Delaware

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.

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 11th, 2010 • Procera Networks Inc • Services-computer programming services • Nevada

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date is between SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (FAX (408) 654-5517) and PROCERA NETWORKS, INC., a Nevada corporation (“Borrower”), with its principal place of business at 100 Cooper Court, Los Gatos, California 95032 (FAX (408) 354-7279), and provides the terms on which Bank shall lend to Borrower, and Borrower shall repay Bank. The parties agree as follows:

2,632,000 Shares PROCERA NETWORKS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • June 9th, 2011 • Procera Networks Inc • Services-computer programming services • New York

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”.

PROCERA NETWORKS, INC. PENINSULA BANK BUSINESS FUNDING, A DIVISION OF THE PRIVATE BANK OF THE PENINSULA LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 19th, 2009 • Procera Networks Inc • Services-computer programming services • California

This Loan And Security Agreement is entered into as of March 13, 2009, by and between Peninsula Bank Business Funding, a division of The Private Bank of the Peninsula (“Bank”) and PROCERA NETWORKS, INC. (“Borrower”).

PROCERA NETWORKS, INC. 2007 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (Sweden Grant Recipients)
Award Agreement • March 11th, 2014 • Procera Networks, Inc. • Services-computer programming services • California

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. 3175 WINCHESTER BLVD. CAMPBELL, CA 95008
Procera Networks Inc • January 8th, 2004 • Services-computer programming services

Today Procera Networks, Inc. signed a Definitive Agreement to merge with a non-active public company. Procera's merging partner is a public company shell which has no employees, no assets, and no liabilities. The name of the merged company will be Procera Networks, Inc. On the basis of this merger, Procera intends to raise $5 Million in equity investment between now and July 30, 2003.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • March 2nd, 2010 • Procera Networks Inc • Services-computer programming services • New York
PROCERA NETWORKS, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 19th, 2007 • Procera Networks Inc • Services-computer programming services • California

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”).

STOCK EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION
Stock Exchange Agreement • October 5th, 2006 • Procera Networks Inc • Services-computer programming services • California

This STOCK EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement ”) dated as of 29th September, 2006, by and among the shareholders listed on Exhibit A who are two of the three shareholders of Netintact PTY LTD, Australian Company Number 103 004 744, (collectively referred to as “Sellers”); and Procera Networks, Inc., a Nevada corporation (“Procera”).

WARRANT AGREEMENT TO PURCHASE COMMON STOCK OF PROCERA NETWORKS, INC.
Warrant Agreement • October 5th, 2007 • Procera Networks Inc • Services-computer programming services • California

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED BY INVESTOR FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

PROCERA NETWORKS, INC. AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT Restricted Common Stock at $1.17 per Share
Subscription Agreement • September 17th, 2008 • Procera Networks Inc • Services-computer programming services

This Amendment No. 1 (the “Amendment”) to that certain Subscription Agreement dated August 22, 2008 (the “Agreement”) by and between Procera Networks, Inc., a Nevada corporation (the “Company”), and Thomas A. Saponas (“Purchaser”) is made and entered into by the Company and Purchaser as of the 12th day of September, 2008. All capitalized but undefined terms used herein shall have the meaning set forth in the Agreement

Procera Networks, Inc. | 100-C Cooper Court | Los Gatos, CA 95032
Procera Networks Inc • November 12th, 2008 • Services-computer programming services
Procera Networks, Inc. NOTE PURCHASE AGREEMENT
Note Purchase Agreement • May 8th, 2009 • Procera Networks Inc • Services-computer programming services • California

This Note Purchase Agreement (the “Agreement”) is made as of the ___ day of April 2009 (the “Effective Date”) by and among Procera Networks, Inc., a Nevada corporation (the “Company”), and the persons and entities named on the Schedule of Purchasers attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).

ESCROW AGREEMENT
Escrow Agreement • October 5th, 2006 • Procera Networks Inc • Services-computer programming services • California

THIS ESCROW AGREEMENT (the “Escrow Agreement”) is made and entered into as of this 29th day of September, 2006, by and among the shareholders listed on Schedule A who are all of the shareholders of Netintact PTY LTD, Australian Company Number 103 004 744 (each a “Seller” and collectively referred to as “Sellers”) Procera Networks, Inc., a Nevada, USA, corporation, (“Procera”), and the Secretary of Procera (the “Escrow Agent”).

PROCERA NETWORKS, INC. LOCK UP AGREEMENT
Lock Up Agreement • October 5th, 2006 • Procera Networks Inc • Services-computer programming services • California

This LOCK UP AGREEMENT (the "Agreement ”) dated as of September 29, 2006, is by and among the shareholders set forth on the signature page hereto who hold forty nine percent (49%) of the securities of Netintact PTY LTD, Australian Company Number 103 004 744AB, (each a “Seller” and collectively referred to as “Sellers”); and Procera Networks, Inc., a Nevada corporation, (“Procera”).

Contract
Procera Networks Inc • February 11th, 2010 • Services-computer programming services • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

PROCERA NETWORKS, INC AND NETINTACT, AB INCENTIVE WARRANT AGREEMENT
Incentive Warrant Agreement • August 31st, 2006 • Procera Networks Inc • Services-computer programming services • California

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED BY INVESTOR FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).

PROCERA NETWORKS, INC. SUBSCRIPTION AGREEMENT Restricted Common Stock at $0.40 per Share
Subscription Agreement • March 1st, 2006 • Procera Networks Inc • Services-computer programming services • California
Procera Networks, Inc. EXECUTIVE EMPLOYMENT AGREEMENT For Charles Constanti
Employment Agreement • April 30th, 2009 • Procera Networks Inc • Services-computer programming services • California

This Executive Employment Agreement (“Agreement”) by and between Charles Constanti (“Executive”) and Procera Networks, Inc. (the “Company”) (collectively, the “Parties”) is effective as of the last date signed by the Parties.

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