0000950144-06-010413 Sample Contracts

ARRIS GROUP, INC. $240,000,000 Principal Amount
Underwriting Agreement • November 7th, 2006 • Arris Group Inc • Radio & tv broadcasting & communications equipment • New York

The Notes are to be issued pursuant to an indenture (the “Indenture”) to be dated as of November 13, 2006, between the Company and The Bank of New York, as trustee (the “Trustee”). The Notes will be convertible in accordance with their terms and the terms of the Indenture into cash and, if applicable, shares of the common stock (the “Common Stock”) of the Company, $0.01 par value per share (the “Shares”).

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