Form of Warrant



 EXHIBIT 4.5 
  
 FORM OF WARRANT 
  
 THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES
HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS, OR AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. 
  
 COPPER MOUNTAIN NETWORKS, INC. 
  
 WARRANT TO PURCHASE
COMMON STOCK 
  

			
	 Warrant No.:             
	 	Number of Shares:         

 Date of Issuance: May 6, 2004 
  
 THIS IS TO CERTIFY THAT, for value received,
                     or registered assigns (the “Holder”) is entitled to purchase from Copper Mountain Networks, Inc., a Delaware
corporation (the “Company”), at any time or times on or after November 7, 2004, but not after 11:59 p.m., Eastern Time, on the Expiration Date (as defined herein) at $10.00 per share (the “Exercise Price”)
(                    ) fully paid nonassessable shares of Common Stock (as defined herein) of the Company (the “Warrant
Shares”), all subject to adjustment and upon the terms and conditions as hereinafter provided. 
  
 Section 1. Definitions. 
  
 (a) Definitions. The following words and terms as used in this Warrant shall have the following meanings: 
  
 (i) “Business Day” means any day other than Saturday,
Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed. 
  
 (ii) “Common Stock” means (i) the Company’s common stock, par value $0.001 per share, and (ii) any capital stock into which such
Common Stock shall have been changed or any capital stock resulting from a reclassification of such Common Stock. 
  
 (iii) “Exercise Price” shall be equal to, with respect to any Warrant Share, $10.00, subject to adjustment. 
  
 (iv) “Expiration Date” means the date five (5) years after
the Initial Issuance Date or, if such date falls on a Saturday, Sunday or other day on which banks are required or authorized to be closed in the City of New York or the State of New York or on which trading does not take place on the principal
exchange or automated quotation system on which the Common Stock is traded (a “Holiday”), the next date that is not a Holiday. 
  

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 (v) “Initial Issuance Date” means May 6, 2004. 
  
 (vi) “1933 Act” means the Securities Act of 1933, as
amended. 
  
 (vii) “Person” means an individual,
a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof. 
  
 (viii) “Purchase Agreement” means that certain purchase agreement dated May 3, 2004 by and among the
Company and the initial holder of this Warrant, as such agreement may be amended from time to time as provided in such agreement. 
  
 (ix) “Warrant” means this Warrant and all Warrants issued in exchange, transfer or replacement thereof. 
  
 (b) Other Definitional Provisions. 
  
 (i) Except as otherwise specified herein, all references herein (A) to the
Company shall be deemed to include the Company’s successors and (B) to any applicable law defined or referred to herein, shall be deemed references to such applicable law as the same may have been or may be amended or supplemented from time to
time. 
  
 (ii) When used in this Warrant, the words
“herein,” “hereof,” and “hereunder,” and words of similar import, shall refer to this Warrant as a whole and not to any provision of this Warrant, and the words “Section,” “Schedule,” and
“Exhibit” shall refer to Sections of, and Schedules and Exhibits to, this Warrant unless otherwise specified. 
  
 (iii) Whenever the context so requires, the neuter gender includes the masculine or feminine, and the singular number includes the plural, and vice
versa. 
  
 Section 2. Exercise of Warrant. 
  
 (a) Subject to the terms and conditions hereof, this Warrant may be exercised
by the holder hereof then registered on the books of the Company, in whole or in part, at any time on any Business Day on or after the opening of business on November 7, 2004 and prior to 11:59 p.m., Eastern Time, on the Expiration Date by (i)
delivery of a written notice, in the form of the subscription notice attached as Exhibit A hereto (the “Exercise Notice”), of such holder’s election to exercise this Warrant, which notice shall specify the number of
Warrant Shares to be purchased, (ii) payment to the Company of an amount equal to the Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or
wire transfer of immediately available funds or by surrendering to the Company the right to receive a portion of the number of Warrant Shares with respect to which the Warrant is then being exercised equal to the product obtained by multiplying such
number of Warrant Shares by a fraction, the numerator of which is the Exercise Price and the denominator of which is the current market price of the Common Stock on such date and (iii) the 
  

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 surrender to a common carrier for overnight delivery to the Company, as soon as practicable following such date, of this
Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction). 
  
 In the event of any exercise of the rights represented by this Warrant in compliance with this Section 2(a), the Company shall not later than the second
Business Day (the “Warrant Share Delivery Date”) following the date of receipt of the Exercise Notice, the Aggregate Exercise Price and this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its
loss, theft or destruction) (the “Exercise Delivery Documents”), arrange for its transfer agent, on or before the Warrant Share Delivery Date, to issue and surrender to a common carrier for overnight delivery to the address
specified in the Exercise Notice, a certificate, registered in the name of the holder, for the number of shares of Common Stock to which the holder shall be entitled pursuant to such request. Upon delivery of the Exercise Notice and Aggregate
Exercise Price referred to in clause (ii) above, the holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of
the date of delivery of this Warrant as required by clause (iii) above or the certificates evidencing such Warrant Shares. In the case of a dispute as to the arithmetic calculation of the Warrant Shares, the Company shall promptly issue to the
holder the number of shares of Common Stock that is not disputed and shall transmit an explanation of the disputed arithmetic calculations to the holder via facsimile within one Business Day of receipt of the holder’s Exercise Notice. If the
holder and the Company are unable to agree upon the arithmetic calculation of the Warrant Shares within two (2) Business Days of such disputed arithmetic calculation being transmitted to the holder, then the Company shall within one (1) Business Day
transmit via facsimile the disputed arithmetic calculation of the Warrant Shares to its independent, outside accountant. The Company shall cause the accountant to perform the calculations and notify the Company and the holder of the results no later
than forty-eight (48) hours, but at least one Business Day, from the time it receives the disputed calculations. Such accountant’s calculation shall be deemed conclusive absent manifest error. 
  
 (b) Unless the rights represented by this Warrant shall have expired or shall
have been fully exercised, the Company shall, as soon as practicable and in no event later than five (5) Business Days after receipt of the Exercise Delivery Documents and at its own expense, issue a new Warrant identical in all respects to this
Warrant except it shall represent rights to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant exercised, less the number of Warrant Shares with respect to which this Warrant is exercised.

  
 (c) No fractional shares of Common Stock are to be issued upon
the exercise of this Warrant, but rather the number of shares of Common Stock issued upon exercise of this Warrant shall be rounded up or down to the nearest whole number. 
  
 Section 3. Covenants as to Common Stock. The Company hereby covenants and agrees as follows: 
  
 (a) This Warrant is, and any Warrants issued in substitution for or
replacement of this Warrant upon issuance will be, duly authorized and validly issued. 
  

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 (b) All Warrant Shares which may be issued upon the exercise of the rights represented by this Warrant
upon issuance will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof. 
  
 (c) During the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved at
least 100% of the number of shares of Common Stock needed to provide for the exercise of the rights then represented by this Warrant and the par value of said shares will at all times be less than or equal to the applicable Exercise Price.

  
 (d) The Company shall promptly secure the listing of the
shares of Common Stock issuable upon exercise of this Warrant upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of
this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warrant; and the Company shall so list on each national
securities exchange or automated quotation system, as the case may be, and shall maintain such listing of, any other shares of capital stock of the Company issuable upon the exercise of this Warrant if and so long as any shares of the same class
shall be listed on such national securities exchange or automated quotation system. 
  
 (e) The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by it hereunder, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of
all such action as may reasonably be requested by the holder of this Warrant in order to protect the exercise privilege of the holder of this Warrant against dilution or other impairment, consistent with the tenor and purpose of this Warrant.
Without limiting the generality of the foregoing, the Company (i) will not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, and (ii) will take all such actions
as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant. 
  
 Section 4. Taxes. The Company shall pay any and all taxes which may be payable with respect to the issuance and
delivery of Warrant Shares upon exercise of this Warrant. 
  
 Section 5. Warrant Holder Not Deemed a Stockholder. Except as otherwise specifically provided herein, no holder, as such, of this Warrant shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company
for any purpose, nor shall anything contained in this Warrant be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether
any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the holder of this Warrant
of the Warrant Shares which he or she is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on such holder to purchase any securities or as a
stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. 
  

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 Section 6. Representations of Holder. The holder of this Warrant, by the acceptance hereof,
represents that it is acquiring this Warrant and the Warrant Shares for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except
pursuant to sales registered or exempted under the 1933 Act. The holder of this Warrant further represents, by acceptance hereof, that, as of this date, such holder is an “accredited investor” as such term is defined in Rule 501(a)(1) of
Regulation D promulgated by the Securities and Exchange Commission under the 1933 Act (an “Accredited Investor”). Upon exercise of this Warrant, the holder shall, if requested by the Company, confirm in writing, in a form
satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale and that such
holder is an Accredited Investor. If such holder cannot make such representations because they would be factually incorrect, it shall be a condition to such holder’s exercise of this Warrant that the Company receive such other representations
as the Company considers reasonably necessary to assure the Company that the issuance of its securities upon exercise of this Warrant shall not violate any United States or state securities laws. The Company shall not be penalized or disadvantaged
by a holder’s inability to exercise this Warrant due to such holder’s inability to make the required representations in connection with the exercise of this Warrant. 
  
 Section 7. Ownership and Transfer. 
  
 (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may
designate by notice to the holder hereof), a register for this Warrant, in which the Company shall record the name and address of the Person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company
may treat the Person in whose name any Warrant is registered on the register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms
of this Warrant. 
  
 (b) This Warrant may be offered for sale,
sold, transferred or assigned without the consent of the Company, except as may otherwise be required by the Purchase Agreement. 
  
 (c) The Company is obligated to register the Warrant Shares for resale under the 1933 Act pursuant to the Purchase Agreement and the initial holder of
this Warrant (and certain assignees thereof) is entitled to the registration rights in respect of the Warrant Shares as set forth in the Purchase Agreement. 
  
 Section 8. Adjustment of Warrant Exercise Price and Number of Shares. The Warrant Exercise Price and the number of shares of Common Stock issuable
upon exercise of this Warrant shall be adjusted from time to time as follows: 
  
 (a) Adjustment of Warrant Exercise Price upon Subdivision or Combination of Common Stock. If the Company at any time after the date of issuance of this Warrant 
  

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 subdivides (by any stock split, recapitalization or otherwise) one or more classes of its outstanding shares of Common
Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of shares of Common Stock obtainable upon exercise of this Warrant will be proportionately
increased. If the Company at any time after the date of issuance of this Warrant combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise
Price in effect immediately prior to such combination will be proportionately increased and the number of shares of Common Stock obtainable upon exercise of this Warrant will be proportionately decreased. Any adjustment under this Section 8(a) shall
become effective at the close of business on the date the subdivision or combination becomes effective. 
  
 (b) Adjustment of Warrant Exercise Price upon a Stock Dividend. If the Company at any time after the date of issuance of this Warrant, shall
declare a dividend or any other distribution upon the Common Stock which is payable in shares of Common Stock or securities convertible into shares of Common Stock, the Exercise Price in effect immediately prior to the declaration of such dividend
or distribution will be reduced to the quotient obtained by dividing (i) the number of shares of Common outstanding immediately prior to such declaration multiplied by the then effective Exercise Price by (ii) the total number of shares of Common
Stock outstanding immediately after such declaration. 
  
 (c)
Notices. Immediately upon any adjustment of the Exercise Price, the Company will give written notice thereof to the holder of this Warrant, setting forth in reasonable detail, and certifying, the calculation of such adjustment. 
  
 Section 9. Purchase Rights; Reorganization, Reclassification,
Consolidation, Merger or Sale. 
  
 (a) Any recapitalization,
reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company’s assets to another Person or other transaction in each case which is effected in such a way that holders of Common Stock are entitled to
receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as an “Organic Change.” Prior to the consummation of any (i) sale of
all or substantially all of the Company’s assets to an acquiring Person or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the successor
resulting from such Organic Change (in each case, the “Acquiring Entity”) a written agreement to deliver to each holder of Warrants in exchange for such Warrants, a security of the Acquiring Entity evidenced by a written instrument
substantially similar in form and substance to this Warrant and satisfactory to the holders of the Warrants. Prior to the consummation of any other Organic Change, the Company shall make appropriate provision to insure that each of the holders of
the Warrants will thereafter have the right to acquire and receive in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of such holder’s Warrants
(without regard to any limitations on the exercise of this Warrant), such shares of stock, securities or assets that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock
which would have been acquirable and receivable upon the exercise of such holder’s Warrant as of the date of such Organic Change (without regard to any limitations on the exercise of this Warrant). 
  

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 Section 10. Lost, Stolen, Mutilated or Destroyed Warrant. If this Warrant is lost, stolen,
mutilated or destroyed, the Company shall promptly, on receipt of an indemnification undertaking (or, in the case of a mutilated Warrant, the Warrant), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or
destroyed. 
  
 Section 11. Notice. Any notices, consents,
waivers or other communications required or permitted to be given under the terms of this Warrant must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
(provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one Business Day after deposit with a nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: 
  
                 If to the Company: 
  

	
	 Copper Mountain Networks, Inc.

	 1850 Embarcadero Road
 Palo Alto, CA 94303

	 Facsimile: 650-687-3374

	 Attention: Chief Financial Officer


  
                 With a copy to: 
  

	
	 Cooley Godward LLP
 4401 Eastgate Mall
 San Diego, CA 92121

	 Facsimile: 858-550-6420

	 Attention: Lance Bridges, Esq.


  
 If to the holder of this Warrant, to
it at the address and facsimile number set forth on Appendix I to the Purchase Agreement or at such other address and facsimile as shall be delivered to the Company upon the issuance or transfer of this Warrant. Each party shall provide five
days’ prior written notice to the other party of any change in address or facsimile number. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically
generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service shall be rebuttable
evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively. 
  

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 Section 12. Remedies, Other Obligations, Breaches and Injunctive Relief. The remedies provided in
this Warrant shall be cumulative and in addition to all other remedies available under this Warrant and the Purchase Agreement, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall
limit the right of the holder of this Warrant right to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable
harm to the holder of this Warrant and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition
to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. 
  
 Section 13. Amendment and Waiver. Except as otherwise provided herein, this Warrant may not be modified or amended
except pursuant to an instrument in writing signed by the Company and the holder of the Warrant. No provision hereunder may be waived other than in a written instrument executed by the waiving party. 
  
 Section 14. Governing Law. This Warrant shall be construed and
enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. 
  
 Section 15. Construction; Headings. This Warrant shall be deemed to be
jointly drafted by the Company and the Purchaser (as defined in the Purchase Agreement) and shall not be construed against any person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or
affect the interpretation of, this Warrant. 
  
 [Signature Page
Follows] 
  

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 IN WITNESS WHEREOF, the Company has caused this Warrant to be signed as of the 6th day of May, 2004. 
  

					
	 COPPER MOUNTAIN NETWORKS, INC.

		
	 By:
	 	     /s/ Michael O. Staiger


	 	 	 Name:
	 	 Michael O. Staiger

	 	 	 Title:
	 	 Executive Vice President,
 Chief Financial Officer and
 Secretary










 EXHIBIT A TO WARRANT 
  
 SUBSCRIPTION FORM 
  
 TO BE EXECUTED BY THE REGISTERED HOLDER 
 TO
EXERCISE THIS WARRANT 
  
 COPPER MOUNTAIN NETWORKS, INC.

  
 The undersigned holder hereby exercises the right to purchase
                     of the shares of Common Stock (“Warrant Shares”) of Copper Mountain Networks, Inc., a Delaware
corporation (the “Company”), evidenced by the attached Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant. 
  
 1. Payment of Exercise Price. [The holder shall pay the sum of
$             to the Company in accordance with the terms of the Warrant.] [The holder is tendering payment by surrendering its right to receive
             Warrant Shares in accordance with the terms of the Warrant.] 
  
 2. Delivery of Warrant Shares. The Company shall deliver to the holder             
Warrant Shares in accordance with the terms of the Warrant. 
  

			
	 Date:                  ,
        

		
	 By:
	 	  


	 	 	 Name:

	 	 	 Title:









 ACKNOWLEDGEMENT 
  
 The Company hereby acknowledges this Exercise Notice and hereby directs
                . to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated
        , 2004 from the Company and acknowledged and agreed to by                 . 
  

			
	 COPPER MOUNTAIN NETWORKS, INC.

		
	 By:
	 	  


	 	 	 Name:

	 	 	 Title: