Summary of PROCERA NETWORKS INC

Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financ

Item 1.01. Entry into a Material Definitive Agreement

On January 7, 2013, Procera Networks, Inc. (the "Company") and Procera Networks Kelowna ULC, an indirect wholly-owned subsidiary of the Company ("Acquisition Sub"), entered into a Share Purchase Agreement (the "Purchase Agreement") with Vineyard Networks Inc. ("Vineyard"), the holders of all of the outstanding equity of Vineyard (the "Shareholders") and John Drope & Associates Ltd., as representative of the Shareholders, to acquire all of the outstanding capital shares of Vineyard (the "Acquisition"). The Company has agreed to pay $28 million (CDN) for the Acquisition, subject to adjustment based on conditions contained in the Purchase Agreement, of which 55% is payable in shares of the Company's common stock (the "Consideration Shares"), and 45% is payable in cash.

The closing of the Acquisition is subject to various customary conditions, including, among other things: (i) the accuracy of the representations and warranties made by each of the Company, Acquisition Sub, Vineyard and the Shareholders, and the compliance by the parties with their respective obligations under the Purchase Agreement; (ii) the conduct of Vineyard's business in the ordinary course consistent with past practice and Vineyard's compliance with certain covenants regarding the operation of its business;
(iii) the absence of any action or other legal proceeding that seeks to constrain or otherwise prohibit the transactions contemplated by the Purchase Agreement; (iv) obtaining certain required consents; and (v) the entry into certain agreements by each of the Company, Acquisition Sub, Vineyard and the Shareholders in furtherance of the transactions contemplated by the Purchase Agreement, including lock-up, non-competition and non-solicitation agreements. During the pre-closing period, Vineyard is subject to customary "no-shop" restrictions on its ability to solicit, initiate, encourage or induce the making of alternative acquisition proposals from third parties and to engage in discussions or negotiations with third parties. Subject to the foregoing, the Acquisition is expected to close on or before January 15, 2013.

The Purchase Agreement contains customary representations, warranties and covenants of the Company, Acquisition Sub, Vineyard and the Shareholders. Subject to certain customary limitations, the Shareholders have agreed to indemnify the Company and its officers, directors, employees and other authorized agents against certain losses related to, among other things, breaches of the Company's and the Shareholders' representations and warranties, certain tax liabilities and the failure to perform covenants or obligations under the Purchase Agreement. Approximately 15% of the total Acquisition consideration will be placed into escrow for a period of eighteen months from the closing to secure the Shareholders' indemnification obligations for, among other things, any breach of, or default under, any of Vineyard's or the Shareholders' representations, warranties, covenants or agreements contained in the Purchase Agreement.

The Purchase Agreement contains certain termination rights in favor of the Company and the Shareholders, including each such party's right to terminate the Purchase Agreement if the transaction is not completed by March 31, 2013 or upon a material breach of any of the respective representations, warranties, covenants or obligations of the Company, Acquisition Sub, Vineyard or the Shareholders, as applicable.

In connection with the Purchase Agreement, the Company has agreed to prepare and file a registration statement with the Securities and Exchange Commission for the purpose of registering the Consideration Shares for resale.

The foregoing description of the Purchase Agreement does not purport to be a complete description of all terms of the Purchase Agreement and is qualified in its entirety by reference to the full text of the Purchase Agreement, which the Company anticipates will be filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2012.