10,700,000 Shares BIGBAND NETWORKS, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 2007 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment • New York
The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with BigBand Networks, Inc., a Delaware corporation (the “Company”), and the selling stockholder(s) named in the Underwriting Agreement (the “Selling Stockholders”), providing for the public offering (the “Public Offering”) by Morgan Stanley and Merrill Lynch, acting together with Jefferies & Company, Inc., Cowen and Company, LLC, and Think Equity Partners LLC (together, the “Underwriters”), of [·] shares of the common stock, par value $0.001 per share of the Company (the “Common Stock”), proposed to be sold by the Company and the Selling Stockholders (together, the “Shares”).
