SAFE HARBOR 22 April 2015 3 Copyright 2015 – ARRIS Enterprises, Inc. All rights reserved. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. No Offer or Solicitation This document is provided for informational purposes only and does not constitute an offer to sell, or an invitation to subscribe for, purchase or exchange, any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. Forward Looking Statements This presentation contains forward looking statements. These statements include, among others, statements concerning projections of revenues, income and other financial items; plans for future performance of ARRIS following the completion of the Pace acquisition, ARRIS’ ability to drive the strategic benefits outlined; and the time frame during which the acquisition will close. Statements regarding future events are based on the parties’ current expectations. Actual results may differ materially from those contained in any forward-looking statement. Forward- looking statements are necessarily subject to associated risks related to, among other things, successful completion of the acquisition process including receipt of necessary regulatory approvals and the approval of Pace and ARRIS shareholders; the potential impact on ARRIS’ and Pace’s respective businesses due to uncertainty about the acquisition; the retention of employees of Pace; the ability of ARRIS to successfully integrate Pace’s opportunities, technology, personnel and operations; ARRIS’ inability to achieve expected synergies within the expected timeframes or at all; and changes in tax laws or interpretations that could increase ARRIS’ consolidated tax liabilities, including, if the transaction is consummated, changes in tax laws that would result in New ARRIS being treated as a domestic corporation for U.S. federal tax purposes. Other factors that could cause results to differ from current expectations include: the uncertain current economic climate and financial markets; and their impact on ARRIS’ customers’ plans and access to capital: the impact of rapidly changing technologies; the impact of competition including on product development; the ability of ARRIS to react to changes in general industry and market conditions; rights to intellectual property and the current trend toward increasing patent litigation, market trends and the adoption of industry standards; and consolidations within the broadband communications industry of both the customer and supplier base. These factors are not intended to be an all-encompassing list of risks and uncertainties that may affect the Company’s business. Additional information regarding these and other factors can be found in ARRIS’ reports filed with the Securities and Exchange Commission, including its Form 10-K for the year ended December 31, 2014. In providing forward-looking statements, the Company expressly disclaims any obligation to update publicly or otherwise these statements, whether as a result of new information, future events or otherwise. |