SUBSCRIPTION AGREEMENT

1.Subscription:

(a)The undersigned (individually and/or collectively, the “ Participant ”) hereby applies to purchase shares of restricted common stock (the " Shares " or the “ Common Stock ”) of Procera Networks, Inc., a Nevada corporation (the “ Company ”), in accordance with the terms and conditions of this Subscription Agreement (the “ Subscription ”) and the Confidential Private Placement Memorandum, dated April 9, 2009, to which this Subscription is attached (the “ Memorandum ”).

(b)Before this Subscription is considered, the Participant must complete, execute and deliver to the Company the following:

(i)           This Subscription;

(ii)          The Certificate of Accredited Investor Status, attached to the this Subscription Agreement as Exhibit 1 and to the PPM as Exhibit B ; and

(iii)         The Participant’s check in the amount of $ _____________ in exchange for _____________ Shares purchased (at a price per share of $0.40) net to the Company, or wire transfer sent according to the Company’s instructions:

(c)This Subscription is irrevocable by the Participant.

(d)This Subscription is not transferable or assignable by the Participant.

(e)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.

(f)[this section intentionally omitted]

(g)This Offering, as defined in the Memorandum, is scheduled to close no later than April 30, 2009 at 5:00 P.M. Pacific Standard Time (the “ Closing Date ”), provided, however , that the Company, at its sole election, may extend this Offering up to an additional sixty days.  The Target Offering is for up to 6,250,000 Shares ($2,500,000) and an additional over-allotment at the Company’s discretion of up to 5,000,000 Shares ($2,000,000), but this Offering has no prescribed minimum amount and the Company may accept lessor amounts from investors and/or have multiple closings of this Offering.

(h)Participant hereby agrees not to, and will cause its affiliates not to, enter into any “put equivalent position” as such term is defined in Rule 16a-1 under the Securities Exchange Act of 1934, as amended, or short sale position with respect to the Common Stock.

2.Representations by Participant.   In consideration of the Company’s acceptance of the Subscription, Participant makes the following representations and warranties to the Company and to its principals, jointly and severally, which warranties and representations shall survive any acceptance of the Subscription by the Company:

(a)Prior to the time of purchase of any Shares, Participant received a copy of the Memorandum.  Participant has reviewed the Memorandum and the Company’s filings with the Securities and Exchange Commission (the “ Public Information ”).  Participant has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify Participant’s understanding of the terms thereof and of the Company’s business and status thereof. Participant acknowledges that no officer, director, broker-dealer, placement agent, finder or other person affiliated with the Company has given Participant any information or made any representations, oral or written, other than as provided in the Memorandum and the Public Information, on which Participant has relied upon in deciding to invest in the Shares, including without limitation, any information with respect to current or future operations of the Company or the economic returns which may accrue as a result of the purchase of the Shares.

(b)Participant acknowledges that Participant has 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 the Shares.

(c)The Shares are being purchased for Participant’s 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.  Participant or its agents or investment advisors have such knowledge and experience in financial and business matters that will enable Participant to utilize the information made available to it in connection with the purchase of the Shares to evaluate the merits and risks thereof and to make an informed investment decision.

(d)Participant acknowledges 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 Participant’s representations, warranties and agreements made herein.

(e)Participant represents, warrants and agrees that the Company and the officers of the Company (the “ Company’s Officers ”) are under no obligation to register or qualify 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)Participant represents that Participant meets the criteria for participation because: (i) Participant has 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 Participant’s business or financial experience, or by reason of the business or financial experience of its 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, Participant is capable of evaluating the risk and merits of an investment in the Shares and of protecting its own interests;

(g)Participant represents that Participant is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and Participant has executed the Certificate of Accredited Investor Status, attached hereto as Exhibit 1 .

(h)Participant understands that the Shares are illiquid and will not be registered under the Securities Act, and until an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them, and that Participant may not be able to sell or dispose of the Shares, or to utilize the Shares as collateral for a loan.  Participant must not purchase the Shares unless Participant has liquid assets sufficient to assure Participant that such purchase, and/or the loss of Participant’s entire investment in the Shares will cause Participant no undue financial difficulties, and that Participant can still provide for current and possible personal contingencies, and that the commitment herein for the Shares, combined with other investments of Participant, is reasonable in relation to Participant’s net worth.

(i)Participant understands that the right to transfer the Shares will be restricted 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 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.

(j)Participant has been advised to consult with its own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of purchasing the Shares, and have done so, to the extent Participant considers appropriate and/or necessary.

(k)Participant acknowledges that the tax consequences of investing in the Company will depend on 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 Participant of an investment in the Company.  Participant will look solely to and rely upon its own advisers with respect to the tax consequences of this investment

(l)All information which Participant has provided to the Company concerning Participant, Participant’s financial position and Participant’s knowledge of financial and business matters, and any information found in the Certificate of Accredited Investor Status, is truthful, accurate, correct, and complete as of the date set forth herein and therein.

(m)Each Participant hereby: (i) acknowledges that it has received all the information it has requested from the Company and that Participant considers necessary or appropriate for deciding whether to acquire the Shares, (ii) represents that Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Shares and to obtain any additional information necessary to verify the accuracy of the information given the Participant and (iii) further represents that Participant has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of this investment.

(n)Each certificate or instrument representing securities issuable pursuant to this Agreement will be endorsed with the following legend: