Purchase Agreement



 EXHIBIT 4.4. 
  
 PURCHASE AGREEMENT 
  
 THIS AGREEMENT is made as of the 3rd day of May, 2004, by and between Copper Mountain Networks, Inc. (the “Company”), a corporation organized under the laws of the State of Delaware, with its principal offices at 1850 Embarcadero Road, Palo Alto, California,
94303 and the purchaser whose name and address is set forth on the signature page hereof (the “Purchaser”). 
  
 IN CONSIDERATION of the mutual covenants contained in this Agreement, the Company and the Purchaser agree as follows: 
  
 SECTION 1. Authorization of Sale of the Securities. Subject to the
terms and conditions of this Agreement, the Company has authorized the issuance and sale of up to 1,250,000 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company and (ii) warrants
(the “Warrants”) to purchase up to 312,500 shares of common stock (the “Warrant Shares”) at an initial exercise price of $10.00 per share, subject to adjustment, evidenced by a warrant certificate in the form attached hereto as
Exhibit A (the “Warrant Certificate”). The Company reserves the right to increase or decrease the number of Shares and Warrant Shares sold in this private placement prior to the Closing Date. The Shares and the Warrants are hereinafter
sometimes referred to together as the “Securities.” 
  
 SECTION 2. Agreement to Sell and Purchase the Securities. At the Closing (as defined in Section 3), the Company will issue and sell to the Purchaser, and the Purchaser will buy from the Company, upon the terms and conditions
hereinafter set forth, the Securities (at the purchase price) shown below: 
  

							
	 Shares to be
 Purchased

	  	 Warrant Shares to be
Purchased

	  	 Price Per Share and
Warrant in
 Dollars

	  	 Aggregate
 Price


	 	  	 	  	$9.00	  	 

  
 The Company proposes
to enter into the same form of purchase agreement with certain other investors (the “Other Purchasers”) and expects to complete sales of the Securities to them. The Purchaser and the Other Purchasers are hereinafter sometimes collectively
referred to as the “Purchasers,” and this Agreement and the agreements executed by the Other Purchasers are hereinafter sometimes collectively referred to as the “Agreements.” The term “Placement Agent” shall mean WR
Hambrecht + Co, LLC. 
  
 SECTION 3. Delivery of the Securities
at the Closing. The completion of the purchase and sale of the Securities (the “Closing”) shall occur at the offices of Morrison & Foerster LLP, 1290 Avenue of the Americas, New York, New York 10104 as soon as practicable and as
agreed to by the parties hereto, within three business days following the execution of the Agreements, or on such later date or at such different location as the parties shall agree in writing, but not prior to the date that the conditions for
Closing set forth below have been satisfied or waived by the appropriate party (the “Closing Date”). 
  

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 At the Closing, the Company shall deliver to the Purchaser one or more stock certificates representing
the number of Shares set forth in Section 2 and one or more warrant certificates representing the number of shares of Common Stock issuable upon exercise of the Warrants set forth in Section 2 above, each registered in the name of the Purchaser, or,
if so indicated on the Securities Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by the Purchaser, and bearing an appropriate legend referring to the fact that the Securities were sold in reliance upon
the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(2) thereof and Rule 506 thereunder. The name(s) in which the stock certificates and Warrant Certificates are to be
registered are set forth in the Securities Certificate Questionnaire attached hereto as Appendix I. The Company’s obligation to complete the purchase and sale of the Securities and deliver such stock certificate(s) and Warrant Certificate(s) to
the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Securities being
purchased hereunder; (b) completion of the purchases and sales under the Agreements with the Purchasers; and (c) the accuracy in all material respects of the representations and warranties made by the Purchasers (as if such representations and
warranties were made on the Closing Date) and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser’s obligation to accept delivery of such stock certificate(s) and Warrant Certificate(s)
and to pay for the Securities evidenced thereby shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (a) each of the representations and warranties of the Company made herein shall be accurate in all
material respects (except where the representations and warranties already are qualified by materiality) as of the Closing Date; (b) the delivery to the Purchaser by counsel to the Company of a legal opinion in a form reasonably satisfactory to
counsel to the Placement Agent; and (c) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. The Purchaser’s obligations hereunder are expressly not conditioned on the purchase by any
or all of the Other Purchasers of the securities that they have agreed to purchase from the Company. 
  
 SECTION 4. Representations, Warranties and Covenants of the Company. The Company hereby represents and warrants to, and covenants with, the
Purchaser as follows: 
  
 4.1 Organization
and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and the Company is qualified to do business as a foreign corporation in each jurisdiction in which
qualification is required, except where failure to so qualify would not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, the term “Material Adverse Effect” shall mean a material adverse effect upon
the business, prospects, financial condition, properties or results of operations of the Company. 
  

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 4.2 Authorized Capital Stock. Except as disclosed in or contemplated by the
Confidential Private Placement Memorandum, dated April 22, 2004 prepared by the Company, including all exhibits, supplements and amendments thereto and all documents incorporated therein by reference (the “Private Placement Memorandum”),
the Company had outstanding the capital stock set forth under the heading “Capitalization” in the Private Placement Memorandum as of the date set forth therein; the issued and outstanding shares of the Company’s Common Stock have been
duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or
purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in the Private Placement Memorandum, the Company does not have outstanding any options to
purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights,
convertible securities or obligations. The description of the Company’s stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum
accurately and fairly presents all material information with respect to such plans, arrangements, options and rights. 
  
 4.3 Issuance, Sale and Delivery of the Securities. The Securities and the Warrant Shares have been duly authorized and, when
issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free and clear of all pledges, liens, restrictions and encumbrances (other than restrictions on
transfer under state and/or federal securities laws), and will conform in all material respects to the description thereof set forth in the Private Placement Memorandum. No preemptive rights or other rights to subscribe for or purchase exist with
respect to the issuance and sale of the Securities or the Warrant Shares by the Company pursuant to this Agreement. No stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following
notification of the Company’s intent to file the registration statement to be filed by it pursuant to Section 7.1 (the “Registration Statement”)) to require the Company to register the sale of any shares owned by such stockholder
under the Securities Act in the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities or the Warrant Shares to be sold by
the Company as contemplated herein. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to the Warrants. 
  
 4.4 Due Execution, Delivery and Performance of this Agreement. The Company has full legal right,
corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement by
the Company and the consummation of the transactions herein contemplated will not violate any provision of the certificate of incorporation or bylaws of the Company and will not result in the creation of any lien, charge, security interest or
encumbrance upon any assets of the Company pursuant to the terms or provisions of, and will not (i) conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage 
  

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 of time or both, a default under (A) any agreement, lease, franchise, license, permit or other instrument
to which the Company is a party or by which the Company or any of its properties may be bound or affected and in each case which would have a Material Adverse Effect, or (B) to the Company’s knowledge, any statute or any judgment, decree,
order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its properties where such conflict, breach, violation or default is likely to result in a Material
Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions
contemplated by this Agreement, except for compliance with the blue sky laws and federal securities laws applicable to the offering of the Securities. Upon the execution and delivery of this Agreement and the Warrants, and assuming the valid
execution thereof by the Purchaser, this Agreement and the Warrants will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law) and except as the indemnification agreements of the Company in Section 7.3 hereof may be limited by federal or state securities laws or the public policy underlying such laws. 
  
 4.5 Accountants. Each of the firms of Deloitte &
Touche LLP and Ernst & Young LLP, which has expressed its opinion with respect to the financial statements to be included or incorporated by reference in the Registration Statement and the prospectus which forms a part thereof (the
“Prospectus”), is an independent accountant as required by the Securities Act and the rules and regulations promulgated thereunder (the “Rules and Regulations”). 
  
 4.6 No Defaults. The Company is not in violation or default of any provision of its certificate of
incorporation or bylaws, or in breach of or default with respect to any provision of any agreement, judgment, decree, order, lease, franchise, license, permit or other instrument to which it is a party or by which it or any of its properties are
bound which could reasonably be expected to have a Material Adverse Effect and, to the Company’s knowledge, there does not exist any state of facts which, with notice or lapse of time or both, would constitute an event of default on the part of
the Company as defined in such documents and which would have a Material Adverse Effect. 
  
 4.7 Contracts. Except as disclosed in the Private Placement Memorandum, the Company has no material contracts. Any contracts
described in the Private Placement Memorandum that are material to the Company are in full force and effect on the date hereof; and neither the Company nor, to the Company’s knowledge, any other party is in breach of or default under any of
such contracts which would have a Material Adverse Effect. 
  
 4.8 No Actions. Except as disclosed in the Private Placement Memorandum, (1) there are no legal or governmental actions, suits or proceedings pending and (2) to the Company’s knowledge, there are no
inquiries, investigations, or legal or governmental actions, suits, or proceedings threatened to which the Company is or may be a 
  

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 party or of which property owned or leased by the Company is or may be the subject, or related to
environmental or discrimination matters, which actions, suits or proceedings, individually or in the aggregate, might reasonably be expected to have a Material Adverse Effect. No labor disturbance by the employees of the Company exists or, to the
Company’s knowledge, is imminent which might reasonably be expected to have a Material Adverse Effect. The Company is not party to or subject to the provisions of any injunction, judgment, decree or order of any court, regulatory body,
administrative agency or other governmental body which might reasonably be expected to have a Material Adverse Effect. 
  
 4.9 Properties. The Company has good and marketable title to all properties and assets reflected as owned in the financial
statements included in the Private Placement Memorandum, subject to no lien, mortgage, pledge, charge or encumbrance of any kind except (i) those, if any, reflected in the financial statements included in the Private Placement Memorandum or
otherwise in the Private Placement Memorandum, or (ii) those which are not material in amount and do not adversely affect the use of such property by the Company. The Company holds its leased properties under valid and binding leases, with such
exceptions as are not materially significant in relation to its business taken as a whole. The Company leases all such properties as are necessary to its operations as now conducted. 
  
 4.10 No Material Change. Since March 31, 2004, (i) the Company has not incurred any liabilities or
obligations, indirect, or contingent, or entered into any oral or written agreement or other transaction which is not in the ordinary course of business or which could reasonably be expected to result in a material reduction in the future earnings
of the Company; (ii) the Company has not sustained any material loss or interference with its businesses or properties from fire, flood, windstorm, accident or other calamity not covered by insurance; (iii) the Company has not paid or declared any
dividends or other distributions with respect to its capital stock and the Company is not in default in the payment of principal or interest on any outstanding debt obligations; (iv) there has not been any change in the capital stock of the Company
other than the sale of the Securities hereunder, shares or options issued pursuant to employee equity incentive plans or purchase plans approved by the Company’s Board of Directors and repurchases of shares or options pursuant to repurchase
plans already approved by the Company’s Board of Directors; (v) there has not been any indebtedness not incurred in the ordinary course of business that is material to the Company; and (vi) there has not been any other event which has caused a
Material Adverse Effect. 
  
 4.11
Intellectual Property. (i) The Company owns or has obtained valid and enforceable licenses or options for the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights and trade secrets
necessary for the conduct of the Company’s business as currently conducted (collectively, the “Intellectual Property”); and (ii) (a) to the Company’s knowledge, there are no third parties who have any ownership rights to any
Intellectual Property that is owned by, or has been licensed to, the Company for the products described in the Private Placement Memorandum that would preclude the Company from conducting its business as currently conducted and have a Material
Adverse Effect, except for the ownership rights of the owners of the Intellectual Property licensed or optioned by the Company; (b) to the Company’s knowledge, there are currently no sales of any products that would constitute an infringement
by third parties of any Intellectual Property owned, licensed or optioned by the Company, which 
  

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 infringement would have a Material Adverse Effect; (c) there is no pending or, to the Company’s
knowledge, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any Intellectual Property owned, licensed or optioned by the Company, other than claims which would not reasonably be expected to have a
Material Adverse Effect; (d) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property owned, licensed or optioned by the Company,
other than non-material actions, suits, proceedings and claims; and (e) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent,
trademark, copyright, trade secret or other proprietary right of others, other than non-material actions, suits, proceedings and claims. 
  
 4.12 Compliance. The Company has not been advised, nor has reason to believe, that it is not conducting its business in compliance
with all applicable laws, rules and regulations of the jurisdictions in which it is conducting its business, including, without limitation, all applicable local, state and federal environmental laws and regulations; except where failure to be so in
compliance would not have a Material Adverse Effect. 
  
 4.13 Taxes. The Company has filed all necessary federal, state and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and the Company has no knowledge of a tax deficiency which has been
or might be asserted or threatened against it which might reasonably be expected to have a Material Adverse Effect. 
  
 4.14 Transfer Taxes. On the Closing Date, all stock transfer or other taxes (other than income taxes) which are required to be
paid in connection with the sale and transfer of the Securities to be sold to the Purchaser hereunder will be, or will have been, fully paid or provided for by the Company and all laws imposing such taxes will be or will have been complied with.

  
 4.15 Investment Company. The Company
is not an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for an investment company, within the meaning of the Investment Company Act of 1940, as amended.

  
 4.16 Offering Materials. The Company
has not distributed and will not distribute prior to the Closing Date any offering material in connection with the offering and sale of the Securities other than the Private Placement Memorandum or any amendment or supplement thereto. Neither the
Company nor any person acting on its behalf has in the past or will hereafter take any action independent of the Placement Agents to sell, offer for sale or solicit offers to buy any securities of the Company which would subject the offer, issuance
or sale of the Securities, as contemplated by this Agreement, to the registration requirements of Section 5 of the Securities Act. 
  
 4.17 Insurance. The Company maintains insurance of the types and in the amounts that it reasonably believes is adequate for its
business, including, but not limited to, insurance covering all real and personal property leased by the Company against theft, damage, destruction, acts of vandalism and all other risks customarily insured against by similarly situated companies,
all of which insurance is in full force and effect. 
  

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 4.18 Additional Information. The information contained in the following
documents, which the Placement Agent has furnished to the Purchaser, or will furnish prior to the Closing, taken together does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, as of their respective final dates: 
  
 (a) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003; 
  
 (b) the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004; 
  
 (c) the draft Registration Statement; 
  
 (d) the Private Placement Memorandum, including all addenda and exhibits
thereto (other than the Purchase Agreement and the Appendices); and 
  
 (e) all other documents, if any, filed by the Company with the Commission since December 31, 2003 pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 
  
 4.19 Price of Common Stock. The Company has not
taken, and will not take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the shares of the Common
Stock to facilitate the sale or resale of the Securities. 
  
 4.20 Corporate Legal Opinion. As a condition to the Purchasers’ obligation to purchase the Securities, legal counsel to the Company will deliver one or more legal opinions to the Placement Agent and the
Purchasers in a form reasonably satisfactory to the Placement Agent and its counsel. 
  
 4.21 Certificate. At the Closing, the Company will deliver to Purchaser a certificate executed by the chief executive officer and
the chief financial or accounting officer of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent and its counsel, to the effect that the representations and warranties of the Company set
forth in this Section 4 are true and correct in all material respects (except where the representations and warranties already are qualified by materiality) as of the date of this Agreement and as of the Closing Date and that the Company has
complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date. 
  
 4.22 Reporting Company; Form S-3. The Company is subject to the reporting requirements of the Exchange Act and has filed all
reports required thereby. 
  

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 Provided none of the Purchasers is deemed to be an underwriter with respect to any shares, the Company is
eligible to register the Shares and the Warrant Shares for resale by the Purchaser on a registration statement on Form S-3 under the Securities Act. To the Company’s knowledge, there exist no facts or circumstances (including without limitation
any required approvals or waivers or any circumstances that may delay or prevent the obtaining of accountant’s consents) that reasonably could be expected to prohibit or delay the preparation and filing of a registration statement on Form S-3
that will be available for the resale of the Shares and the Warrant Shares by the Purchaser. 
  
 4.23 Use of Proceeds. The Company shall use the proceeds from the sale of the Securities as described under “Use of
Proceeds” in the Private Placement Memorandum. 
  
 4.24 Non-Public Information. The Company has not disclosed to the Purchaser, whether in the Private Placement Memorandum or otherwise, information that would constitute material non-public information as of the Closing Date.

  
 4.25 Use of Purchaser Name. The
Company shall not use the Purchaser’s name or the name of any of its affiliates in any advertisement, announcement, press release or other similar public communication unless it has received the prior written consent of the Purchaser for the
specific use contemplated or as otherwise required by applicable law or regulation. 
  
 4.26 Related Party Transactions. No transaction has occurred between or among the Company, and its affiliates, officers or
directors or any affiliate or affiliates of any such officer or director that is required to have been described under applicable securities laws in its Exchange Act filings and is not so described in such filings. 
  
 4.27 Off-Balance Sheet Arrangements. There is no
transaction, arrangement or other relationship between the Company and an unconsolidated or other off-balance sheet entity that is required to be disclosed by the Company in its Exchange Act filings and is not so disclosed or that otherwise would be
reasonably likely to have a Material Adverse Effect. There are no such transactions, arrangements or other relationships with the Company that may create contingencies or liabilities that are not otherwise disclosed by the Company in its Exchange
Act filings. 
  
 4.28 Governmental Permits,
Etc. The Company has all franchises, licenses, certificates and other authorizations from such federal, state or local government or governmental agency, department or body that are currently required for the operation of the business of the
Company as currently conducted, except where the failure to posses currently such franchises, licenses, certificates and other authorizations is not reasonably expected to have a Material Adverse Effect. The Company has not received any notice of
proceedings relating to the revocation or modification of any such permit which, if the subject of an unfavorable decision, ruling or finding, could reasonably be expected to have a Material Adverse Effect. 
  

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 4.29 Financial Statements. The financial statements of the Company and the
related notes contained in its Exchange Act filings present fairly, in accordance with generally accepted accounting principles, the financial position of the Company as of the dates indicated, and the results of its operations, cash flows and the
changes in stockholders’ equity for the periods therein specified, subject, in the case of unaudited financial statements for interim periods, to normal year-end audit adjustments. Such financial statements (including the related notes) have
been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods therein specified, except that unaudited financial statements may not contain all footnotes required by generally accepted
accounting principles. 
  
 4.30 Listing.
The Company shall comply with all requirements of the Nasdaq National Market with respect to the issuance of the Shares and the Warrant Shares and shall use its best efforts to have the Shares and the Warrant Shares listed on the Nasdaq National
Market on or before the first date that the Registration Statement is declared effective by the Commission. 
  
 SECTION 5. Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the
Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the
Securities, including investments in securities issued by the Company and comparable entities, and has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the
Securities; (ii) the Purchaser is acquiring the Securities set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Securities or any
arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the
Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iii) the Purchaser will not,
directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities, nor will the Purchaser engage in any short sale that results in a
disposition of any of the Securities by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities laws; (iv) the Purchaser has completed or caused to be completed the Registration
Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the
Registration Statement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares and Warrant
Shares or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the Securities set forth in Section 2 above, relied solely upon the Private Placement
Memorandum and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein; (vi) the Purchaser has had an opportunity to discuss this investment 
  

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 with representatives of the Company and ask questions of them; (vii) the Purchaser is an “accredited investor”
within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act ; and (vii) the Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as the Purchaser has sold all
of its Shares and Warrant Shares or the Company is no longer required to keep the Registration Statement effective. 
  
 (b) The Purchaser understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration
requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Securities. 
  
 (c) For the benefit of the Company, the Purchaser previously agreed orally
with the Placement Agent to keep confidential all information concerning this private placement. The Purchaser understands that the information contained in the Private Placement Memorandum is strictly confidential and proprietary to the Company and
has been prepared from the Company’s publicly available documents and other information and is being submitted to the Purchaser solely for such Purchaser’s confidential use. The Purchaser agrees to use the information contained in the
Private Placement Memorandum for the sole purpose of evaluating a possible investment in the Securities and the Purchaser hereby acknowledges that it is prohibited from reproducing or distributing the Private Placement Memorandum, this Agreement, or
any other offering materials or other information provided by the Company in connection with the Purchaser’s consideration of its investment in the Company, in whole or in part, or divulging or discussing any of their contents, except to its
financial, investment or legal advisors in connection with its proposed investment in the Securities. Further, the Purchaser understands that the existence and nature of all conversations and presentations, if any, regarding the Company and this
offering must be kept strictly confidential. The Purchaser understands that the federal securities laws impose restrictions on trading based on information regarding this offering. In addition, the Purchaser hereby acknowledges that unauthorized
disclosure of information regarding this offering may result in a violation of Regulation FD. This obligation will terminate upon the filing by the Company of a press release or press releases describing this offering. In addition to the above, the
Purchaser shall maintain in confidence the receipt and content of any notice of a Suspension (as defined in Section 5(h) below). The foregoing agreements shall not apply to any information that is or becomes publicly available through no fault of
the Purchaser, or that the Purchaser is legally required to disclose; provided, however, that if the Purchaser is requested or ordered to disclose any such information pursuant to any court or other government order or any other applicable legal
procedure, it shall provide the Company with prompt notice of any such request or order in time sufficient to enable the Company to seek an appropriate protective order. 
  
 (d) The Purchaser understands that its investment in the Securities involves a significant degree of risk, including a risk
of total loss of the Purchaser’s investment, and the Purchaser has full cognizance of and understands all of the risk factors related to the Purchaser’s purchase of the Securities, including, but not limited to, those set forth under the

  

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 caption “Risk Factors” in the Private Placement Memorandum. The Purchaser understands that the market price of
the Common Stock has been volatile and that no representation is being made as to the future value of the Common Stock. The Purchaser has the knowledge and experience in financial and business matters as to be capable of evaluating the merits and
risks of an investment in the Securities and has the ability to bear the economic risks of an investment in the Securities. 
  
 (e) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any
recommendation or endorsement of the Securities. 
  
 (f) The
Purchaser understands that, (i) at all times the Warrants and (ii) until such time as the Registration Statement has been declared effective and the Shares and the Warrant Shares may be sold pursuant to subsection (h) below or pursuant to Rule 144
under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Shares and the Warrant Shares, will bear a restrictive legend in substantially the following form:

  
 “The securities evidenced by this certificate have not
been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction. The Shares may not be offered, sold, pledged or otherwise transferred except (1) pursuant to an
exemption from registration under the Securities Act or (2) pursuant to an effective registration statement under the Securities Act, in each case in accordance with all applicable securities laws of the states and other jurisdictions, and in the
case of a transaction exempt from registration, unless the Company has received an opinion of counsel reasonably satisfactory to it that such transaction does not require registration under the Securities Act and such other applicable laws.”

  
 (g) The Purchaser’s principal executive offices are in
the jurisdiction set forth immediately below the Purchaser’s name on the signature pages hereto. 
  
 (h) The Purchaser hereby covenants with the Company not to make any sale of the Shares or the Warrant Shares under the Registration Statement without
complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, and the Purchaser acknowledges and agrees that such Shares and Warrant Shares are not
transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Shares or the Warrant Shares is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix II
hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Shares or the Warrant Shares have been sold in accordance with the Registration Statement, the Securities Act and
any applicable state securities or blue sky laws and (B) the requirement of delivering a current prospectus has been satisfied. The Purchaser will notify the Company promptly after the sale of all of its Shares and Warrant 
  

 11 








 Shares. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the
Prospectus forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the
Company has filed an appropriate report with the Commission pursuant to the Exchange Act. The Purchaser hereby covenants that it will not sell any Shares or Warrant Shares pursuant to said Prospectus during the period commencing at the time at which
the Company gives the Purchaser written notice of the Suspension of the use of said Prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus.
Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 60 consecutive days, and no Suspension shall be for a period of an aggregate in any 365-day period of longer than 120 days. 
  
 (i) The Purchaser further represents and warrants to, and covenants with,
the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and
performance of this Agreement, (ii) the making and performance of this Agreement by the Purchaser and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser or
conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or
other instrument to which the Purchaser is a party, or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser,
(iii) no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required on the part of the Purchaser for the execution and delivery of this Agreement or the consummation of
the transactions contemplated by this Agreement, (iv) upon the execution and delivery of this Agreement, this Agreement shall constitute a legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except to the extent enforcement of the indemnification provisions, set forth in Section 7.3 of this Agreement, may be limited by federal or
state securities laws or the public policy underlying such laws, and (v) there is not in effect any order enjoining or restraining the Purchaser from entering into or engaging in any of the transactions contemplated by this Agreement. 
  
 SECTION 6. Survival of Representations, Warranties and Agreements.
Notwithstanding any investigation made by any party to this Agreement or by the Placement Agent, all covenants, agreements, representations and warranties made by the Company and the Purchaser herein and in the certificates for the Securities
delivered pursuant hereto shall survive the execution of this Agreement, the delivery to the Purchaser of the Securities being purchased and the payment therefore. 
  

 12 








 SECTION 7. Registration of the Shares and Warrant Shares; Compliance with the Securities Act.

  
 7.1 Registration Procedures and
Expenses. The Company shall: 
  
 (a) as soon as
practicable, but in no event later than five business days following the Closing Date, prepare and file with the Commission the Registration Statement on Form S-3 relating to the sale of the Shares and the Warrant Shares by the Purchaser and the
Other Purchasers from time to time on the Nasdaq National Market or the facilities of any national securities exchange on which the Common Stock is then traded or in privately-negotiated transactions; 
  
 (b) use its best efforts, subject to receipt of necessary information from
the Purchasers, to cause the Commission to declare the Registration Statement effective within 5 business days of receipt by the Company of confirmation that the Commission will not review the Registration Statement and within 90 days after the
Closing Date if the Registration Statement is reviewed by the Commission; 
  
 (c) use its best efforts to promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement
effective until the earliest of (i) two years after the effective date of the Registration Statement, or (ii) such time as the Shares and the Warrant Shares become eligible for resale by non-affiliates pursuant to Rule 144(k) under the Securities
Act; 
  
 (d) furnish to the Purchaser with respect to the Shares
and Warrant Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares or Warrant Shares) such number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to
facilitate the public sale or other disposition of all or any of the Shares and Warrant Shares by the Purchaser; 
  
 (e) file documents required of the Company for normal Blue Sky clearance in states specified in writing by the Purchaser; provided,
however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; 
  
 (f) bear all expenses in connection with the procedures in paragraphs (a)
through (e) of this Section 7.1 and the registration of the Shares and the Warrant Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or
underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any; 
  
 (g) file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Purchaser promptly after filing;

  
 (h) issue a press release describing the transactions
contemplated by this Agreement on the Closing Date; and 
  

 13 








 (i) until the Closing Date, make available its Chief Executive Officer, Chief Financial Officer, and
Chief Administrative Officer for questions regarding information which the Purchaser may reasonably request in order to fulfill any due diligence obligation on its part. 
  
 The Company understands that the Purchaser disclaims being an underwriter, but the Purchaser being deemed an underwriter
shall not relieve the Company of any obligations it has hereunder. A draft of the proposed form of the Registration Statement is included in the Private Placement Memorandum and a questionnaire related thereto to be completed by the Purchaser is
attached hereto as Appendix I. 
  
 7.2
Transfer of Shares and Warrant Shares After Registration. The Purchaser agrees that it will not effect any disposition of the Securities or the Warrant Shares or its right to purchase the Securities or the Warrant Shares that would constitute
a sale within the meaning of the Securities Act or any applicable state securities laws, except as contemplated in the Registration Statement referred to in Section 7.1 or as otherwise permitted by law, and that it will promptly notify the Company
of any changes in the information set forth in the Registration Statement regarding the Purchaser or its plan of distribution. 
  
 7.3 Indemnification. For the purpose of this Section 7.3: 
  
 (i) the term “Purchaser/Affiliate” shall mean any affiliate of the Purchaser, including a transferee who is an
affiliate of the Purchaser, and any person who controls the Purchaser or any affiliate of the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and 
  
 (ii) the term “Registration Statement” shall include any
preliminary prospectus, final prospectus, exhibit, supplement or amendment included in or relating to, and any document incorporated by reference in, the Registration Statement referred to in Section 7.1. 
  
 (a) The Company agrees to indemnify and hold harmless each Purchaser and
each Purchaser/Affiliate against any losses, claims, damages, liabilities or expenses, joint or several, to which such Purchaser or Purchaser/Affiliate may become subject, under the Securities Act, the Exchange Act, or any other federal or state
statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the prior written consent of the Company), insofar as such losses, claims, damages, liabilities or expenses
(or actions in respect thereof as contemplated below) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, including the Prospectus, financial statements and
schedules, and all other documents filed as a part thereof, as amended at the time of effectiveness of the Registration Statement, including any information deemed to be a part thereof as of the time of effectiveness pursuant to paragraph (b) of
Rule 430A, or pursuant to Rule 434, of the Rules and Regulations, or the Prospectus, in the form first filed with the Commission pursuant to Rule 424(b) of the Regulations, or filed as part of the Registration Statement at the time of 
  

 14 








 effectiveness if no Rule 424(b) filing is required, or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state in any of them a material fact required to be stated therein or necessary to make the statements in any of them, in light of the circumstances under which they were made, not misleading, or arise out of
or are based in whole or in part on any inaccuracy in the representations or warranties of the Company contained in this Agreement, or any failure of the Company to perform its obligations hereunder or under law, and will promptly reimburse each
such Purchaser and each such Purchaser/Affiliate for any legal and other expenses as such expenses are reasonably incurred by such Purchaser or such Purchaser/Affiliate in connection with investigating, defending or preparing to defend, settling,
compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company will not be liable in any such case to the extent, but only to the extent, that any such loss, claim, damage,
liability or expense arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus or any amendment or supplement thereto in reliance upon and in
conformity with written information furnished to the Company by or on behalf of the Purchaser expressly for use therein, or (ii) the failure of such Purchaser to comply with the covenants and agreements contained in Sections 5 or 7.2, or (iii) the
inaccuracy of any representation or warranty made by such Purchaser herein or (iv) any statement or omission in any Prospectus that is corrected in any subsequent Prospectus that was delivered to the Purchaser prior to the pertinent sale or sales by
the Purchaser. 
  
 (b) Each Purchaser will severally indemnify
and hold harmless the Company, each of its directors, each of its executive officers, including such officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject,
under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such
Purchaser) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure to comply with the covenants and agreements contained in Sections 5 or
7.2 hereof, or (ii) the inaccuracy of any representation or warranty made by such Purchaser herein, or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any Purchaser expressly for use therein, and will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal
and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such
loss, claim, damage, liability, expense or action. 
  

 15 








 (c) Promptly after receipt by an indemnified party under this Section 7.3 of notice of the threat or
commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7.3, promptly notify the indemnifying party in writing thereof; but the omission so to notify the
indemnifying party will not relieve it from any liability which it may have to any indemnified party for contribution or otherwise under the indemnity agreement contained in this Section 7.3 to the extent it is not prejudiced in its ability to
defend such action as a result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to
participate in, and, to the extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if
the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded, based on an opinion of counsel reasonably satisfactory to the indemnifying party, that there
may be a conflict of interest between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are
different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on
behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party
will not be liable to such indemnified party under this Section 7.3 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed such
counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel,
reasonably satisfactory to such indemnifying party, representing all of the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party. In no event shall any indemnifying
party be liable in respect of any amounts paid in settlement of any action unless the indemnifying party shall have approved in writing the terms of such settlement; provided that such consent shall not be unreasonably withheld. No
indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnification could
have been sought hereunder by such indemnified party from all liability on claims that are the subject matter of such proceeding. 
  
 (d) If the indemnification provided for in this Section 7.3 is required by its terms but is for any reason held to be unavailable to or otherwise
insufficient to hold harmless an indemnified party under paragraphs (a), (b) or (c) of this Section 7.3 in respect to any losses, claims, damages, liabilities or expenses referred to herein, then each applicable indemnifying party shall contribute
to the amount paid or payable by such indemnified party as a result of any losses, claims, damages, liabilities or expenses referred to herein (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the

  

 16 








 Purchaser from the private placement of Common Stock hereunder or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but the relative fault of the Company and the Purchaser in connection with the statements or omissions or
inaccuracies in the representations and warranties in this Agreement and/or the Registration Statement which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The respective
relative benefits received by the Company on the one hand and each Purchaser on the other shall be deemed to be in the same proportion as the amount paid by such Purchaser to the Company pursuant to this Agreement for the Securities purchased by
such Purchaser that were sold pursuant to the Registration Statement bears to the difference (the “Difference”) between the amount such Purchaser paid for the Shares that were sold pursuant to the Registration Statement and the amount
received by such Purchaser from such sale. The relative fault of the Company, on the one hand, and each Purchaser on the other shall be determined by reference to, among other things, whether the untrue or alleged statement of a material fact or the
omission or alleged omission to state a material fact or the inaccurate or the alleged inaccurate representation and/or warranty relates to information supplied by the Company or by such Purchaser and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject
to the limitations set forth in paragraph (c) of this Section 7.3, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The provisions set forth in paragraph (c) of
this Section 7.3 with respect to the notice of the threat or commencement of any threat or action shall apply if a claim for contribution is to be made under this paragraph (d); provided, however, that no additional notice shall be
required with respect to any threat or action for which notice has been given under paragraph (c) for purposes of indemnification. The Company and each Purchaser agree that it would not be just and equitable if contribution pursuant to this Section
7.3 were determined solely by pro rata allocation (even if the Purchaser were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this paragraph.
Notwithstanding the provisions of this Section 7.3, no Purchaser shall be required to contribute any amount in excess of the amount by which the Difference exceeds the amount of any damages that such Purchaser has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The Purchasers’ obligations to contribute pursuant to this Section 7.3 are several and not joint. 
  
 7.4 Termination of Conditions and Obligations. The restrictions imposed by Section 5 or this Section 7 upon the transferability of
the Securities and the Warrant Shares shall cease and terminate as to any particular number of the Shares or Warrant Shares upon the passage of two years from the effective date of the Registration Statement covering such Securities or Warrant
Shares to the extent such Shares or Warrant Shares are eligible for resale pursuant to Rule 144(k) under the Securities Act or at such time as an opinion of counsel satisfactory in form and substance to the Company shall have been rendered to the
effect that such conditions are not necessary in order to comply with the Securities Act. 
  

 17 








 7.5 Information Available. So long as the Registration Statement is effective
covering the resale of Shares and Warrant Shares owned by the Purchaser and the Purchaser continues to hold the Shares and Warrant Shares, the Company will furnish to the Purchaser: 
  
 (a) to the extent not available via EDGAR, as soon as practicable after available (but in the case of the Annual Report to
the Stockholders, within 150 days after the end of each fiscal year of the Company), one copy of (i) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting
principles by a national firm of certified public accountants), (ii) if not included in substance in the Annual Report to Stockholders, upon the request of Purchaser, its Annual Report on Form 10-K, (iii) upon request of Purchaser, its quarterly
reports on Form 10-Q, and (iv) a full copy of the particular Registration Statement covering the Shares and Warrant Shares (the foregoing, in each case, excluding exhibits) and 
  
 (b) upon the reasonable request of the Purchaser, a reasonable number of copies of the Prospectuses, and any supplements
thereto, to supply to any other party requiring such Prospectuses. 
  
 SECTION 8. Broker’s Fee. The Purchaser acknowledges that the Company intends to pay to the Placement Agent a fee in respect of the sale of the Securities to the Purchaser. The Purchaser and the Company hereby agree that the
Purchaser shall not be responsible for such fee and that the Company will indemnify and hold harmless the Purchaser and each Purchaser/Affiliate against any losses, claims, damages, liabilities or expenses, joint or several, to which such Purchaser
or Purchaser/Affiliate may become subject with respect to such fee. Each of the parties hereto hereby represents that, on the basis of any actions and agreements by it, there are no other brokers or finders entitled to compensation in connection
with the sale of the Securities to the Purchaser. 
  
 SECTION 9.
Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon delivery to the party to be notified; (ii) when received by confirmed facsimile or (iii) one (1) business day after
deposit with a nationally recognized overnight carrier, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the Company and the Purchaser as follows or at such other addresses as the
Company or the Purchaser may designate upon ten (10) days’ advance written notice to the other party: 
  
 (a) if to the Company, to: 
  
 Copper Mountain Networks, Inc. 
 1850 Embarcadero Road 
 Palo Alto, California 94303 
 Attn: Mike Staiger, EVP & CFO 
 Facsimile: (650) 687-3374 
  

 18 








 with a copy to: 
  
 Cooley Godward LLP 
 4401 Eastgate Mall 
 San Diego, CA 92121 
 Attn: Lance Bridges 
 Facsimile: (858) 550-6420 
  
 (b) if to the Purchaser, at its address as set forth at the end of this Agreement. 
  
 SECTION 10. Changes. This Agreement may not be modified or amended except pursuant to an instrument in writing
signed by the Company and the Purchaser. No provision hereunder may be waived other than in a written instrument executed by the waiving party. 
  
 SECTION 11. Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be
deemed to be part of this Agreement. 
  
 SECTION 12.
Severability. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be
affected or impaired thereby. 
  
 SECTION 13. Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York and the federal law of the United States of America. 
  
 SECTION 14. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute
an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered (including by facsimile) to the other parties.

  
 SECTION 15. Entire Agreement. This Agreement and the
instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Purchaser makes any
representation, warranty, covenant or undertaking with respect to such matters. 
  
 SECTION 16. Assignment. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the parties hereto and their respective permitted successors,
assigns, heirs, executors and administrators. This Agreement and the rights of the Purchaser hereunder may be assigned by the Purchaser with the prior written consent of the Company, except such consent shall not be required in cases of assignments
by an investment adviser to a fund for which it is the adviser or by or among funds that are under common control, provided that such assignee agrees to be bound by the terms of this Agreement. 
  

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 SECTION 17. Further Assurances. Each party agrees to cooperate fully with the other parties and
to execute such further instruments, documents and agreements and to give such further written assurance as may be reasonably requested by any other party to evidence and reflect the transactions described herein and contemplated hereby and to carry
into effect the intents and purposes of this Agreement. 
  

 20 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized
representatives as of the day and year first above written. 
  

			
	 COPPER MOUNTAIN NETWORKS, INC.

		
	 By:
	 	     /s/ Michael O. Staiger




  
 Print or Type: 
  

	
	 Name of Purchaser
 (Individual or Institution):

	
	

	
	 Name of Individual representing
 Purchaser (if an Institution):

	
	

	
	 Title of Individual representing
 Purchaser (if an Institution):

	
	



  
 Signature by: 
  

			
	 Individual Purchaser or Individual
 representing Purchaser:

	
	

		
	 Address:
	 	  


		
	 Telephone:
	 	  


		
	 Telecopier:
	 	  











 EXHIBIT A 
  
 FORM OF WARRANT 







 Appendix I 
  
 COPPER MOUNTAIN NETWORKS, INC. 
 SECURITIES
CERTIFICATE QUESTIONNAIRE 







 Appendix I 
  
 COPPER MOUNTAIN NETWORKS, INC. 
 REGISTRATION
STATEMENT QUESTIONNAIRE 







 Appendix II 
  
 PURCHASER’S CERTIFICATE OF SUBSEQUENT SALE