THIS INDEMNITY AGREEMENT (this “ Agreement ”) dated as of ___________ _____, 20__, is made
by and between PROCERA NETWORKS, INC. , a Nevada corporation (the “ Company ”) , and
_________________ (“ Indemnitee ”).
A. The Company desires to attract and retain the services of highly qualified individuals as
directors, officers, employees and agents.
B. The Company’s bylaws (the “ Bylaws ”) require that the Company indemnify its directors,
and empowers the Company to indemnify its officers, employees and agents, as authorized by the Nevada
General Corporation Law, as amended (the “ Code ”), under which the Company is organized and such Bylaws
expressly provide that the indemnification provided therein is not exclusive and contemplates that the Company
may enter into separate agreements with its directors, officers and other persons to set forth specific
C. Indemnitee does not regard the protection currently provided by applicable law, the
Company’s governing documents and available insurance as adequate under the present circumstances, and the
Company has determined that Indemnitee and other directors, officers, employees and agents of the Company
may not be willing to serve or continue to serve in such capacities without additional protection.
D. The Company desires and has requested Indemnitee to serve or continue to serve as a
director, officer, employee or agent of the Company, as the case may be, and has proffered this Agreement to
Indemnitee as an additional inducement to serve in such capacity.
E. Indemnitee is willing to serve, or to continue to serve, as a director, officer, employee or
agent of the Company, as the case may be, if Indemnitee is furnished the indemnity provided for herein by the
NOW THEREFORE , in consideration of the mutual covenants and agreements set forth herein, the part