0001193125-16-419999 Sample Contracts

ARRIS GROUP, INC. WAIVER
Waiver • January 4th, 2016 • ARRIS International PLC • Radio & tv broadcasting & communications equipment

THIS WAIVER (the “Waiver”), dated as of , is by and among ARRIS GROUP, INC., a Delaware corporation (the “Company”), ARRIS INTERNATIONAL LIMITED, a private limited company incorporated in England and Wales and wholly-owned subsidiary of the Company (“New Parent”), and the individual named on the signature page hereto (“Executive”).

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ARRIS GROUP, INC. OPT PLAN WAIVER
Opt Plan Waiver • January 4th, 2016 • ARRIS International PLC • Radio & tv broadcasting & communications equipment

THIS OPT PLAN WAIVER (the “Waiver”), dated as of , is by and among ARRIS GROUP, INC., a Delaware corporation (the “Company”), ARRIS INTERNATIONAL LIMITED, a private limited company incorporated in England and Wales and wholly-owned subsidiary of the Company (“New Parent”), and the individual named on the signature page hereto (“Participant”).

Equity-Related Plans Assignment and Assumption Deed
Assignment and Assumption Deed • January 4th, 2016 • ARRIS International PLC • Radio & tv broadcasting & communications equipment

THIS DEED OF ASSIGNMENT AND ASSUMPTION dated as of January 4, 2016, between ARRIS Group, Inc., a Delaware corporation (“Old ARRIS”), and ARRIS International plc, a public limited company incorporated under the laws of England and Wales (“New ARRIS”), is effective as of the effectiveness of the merger of Archie U.S. Merger LLC, a Delaware limited liability company, with and into Old ARRIS.

ARRIS GROUP, INC. TAX EQUALIZATION PAYMENT AGREEMENT
Tax Equalization Payment Agreement • January 4th, 2016 • ARRIS International PLC • Radio & tv broadcasting & communications equipment • Georgia

THIS TAX EQUALIZATION PAYMENT AGREEMENT (the “Agreement”), dated as of , is by and among ARRIS GROUP, INC., a Delaware corporation (the “Company”), ARRIS INTERNATIONAL LIMITED, a corporation incorporated in England and Wales (“New Arris”), and the individual named on the signature page hereto (the “Covered Person”).

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