EX-2.1 AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

Execution Copy

AGREEMENT AND PLAN OF MERGER

among

C-COR Incorporated,

ARRIS Group, Inc.

and

TABLE OF CONTENTS

ARTICLE I THE MERGER			1
SECTION 1.1 — The Merger			1
SECTION 1.2 — Effective Time			1
SECTION 1.3 — Effect of the Merger			2
SECTION 1.4 — Subsequent Actions			2
SECTION 1.5 — Certificate of Incorporation; Bylaws; Directors and Officers of Surviving Corporation			2
ARTICLE II EFFECT ON STOCK OF THE SURVIVING CORPORATION AND THE MERGED CORPORATION			3
SECTION 2.1 — Conversion of Securities			3
SECTION 2.2 — Conversion of Shares			3
SECTION 2.3 — Allocation of Merger Consideration			4
SECTION 2.4 — Cancellation of Treasury Shares			5
SECTION 2.5 — Election of Merger Consideration and Exchange of Shares			6
SECTION 2.6 — Transfer Books			8
SECTION 2.7 — No Fractional Share Certificates			8
SECTION 2.8 — Options to Purchase C-COR Common Stock			8
SECTION 2.9 — Restricted Stock			9
SECTION 2.10 — Certain Adjustments			10
SECTION 2.11 — Employee Stock Purchase Plans			10
ARTICLE III CERTAIN CORPORATE MATTERS			10
SECTION 3.1 — Directors of ARRIS			10
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF C-COR			10
SECTION 4.1 — Organization and Qualification; Subsidiaries			10
SECTION 4.2 — Articles of Incorporation and Bylaws			11
SECTION 4.3 — Capitalization			11
SECTION 4.4 — Authority Relative to this Agreement			12
SECTION 4.5 — No Conflict; Required Filings and Consents			12
SECTION 4.6 — Compliance, Permits			13
SECTION 4.7 — SEC Filings; Financial Statements			13
SECTION 4.8 — Absence of Certain Changes or Events			15
SECTION 4.9 — No Undisclosed Liabilities			15
SECTION 4.10 — Absence of Litigation			15
SECTION 4.11 — Joint Proxy Statement			15
SECTION 4.12 — Employee Benefit Plans, Employment Agreements			16
SECTION 4.13 — Labor Matters			18
SECTION 4.14 — Restrictions on Business Activities			18
SECTION 4.15 — Title to Property			18

SECTION 4.16 — Customers			18
SECTION 4.17 — Supplier Relations			18
SECTION 4.18 — Inventory			19
SECTION 4.19 — Taxes			19
SECTION 4.20 — Environmental Matters			20
SECTION 4.21 — Intellectual Property			21
SECTION 4.22 — Product Warranty and Product Liability			27
SECTION 4.23 — Insurance			27
SECTION 4.24 — Import and Export Control Laws			28
SECTION 4.25 — Foreign Corrupt Practices Act			28
SECTION 4.26 — Board Recommendation; Required Vote			29
SECTION 4.27 — Opinion of Financial Advisor			29
SECTION 4.28 — Brokers			29
SECTION 4.29 — Certain of Pennsylvania Law Not Applicable			29
SECTION 4.30 — C-COR Rights Plan			29
ARTICLE V REPRESENTATIONS AND WARRANTIES OF ARRIS AND THE MERGER SUBSIDIARY			30
SECTION 5.1 — Organization and Qualification; Subsidiaries			30
SECTION 5.2 — Certificate of Incorporation and By-laws			31
SECTION 5.3 — Capitalization			31
SECTION 5.4 — Authority Relative to this Agreement			31
SECTION 5.5 — No Conflict, Required Filings and Consents			32
SECTION 5.6 — Compliance, Permits			33
SECTION 5.7 — SEC Filings; Financial Statements			33
SECTION 5.8 — Absence of Certain Changes or Events			34
SECTION 5.9 — No Undisclosed Liabilities			35
SECTION 5.10 — Absence of Litigation			35
SECTION 5.11 — Joint Proxy Statement			35
SECTION 5.12 — Employee Benefit Plans, Employment Agreements			35
SECTION 5.13 — Taxes			36
SECTION 5.14 — Environmental Matters			37
SECTION 5.15 — ARRIS Customers			37
SECTION 5.16 — ARRIS Intellectual Property			37
SECTION 5.17 — Foreign Corrupt Practices Act			39
SECTION 5.18 — Opinion of Financial Advisor			39
SECTION 5.19 — Brokers			39
SECTION 5.20 — Financial Capability			40
SECTION 5.21 — Board Recommendation; Required Vote			40
SECTION 5.22 — ARRIS Rights Plan			40
ARTICLE VI CONDUCT OF BUSINESS PENDING THE MERGER			41
SECTION 6.1 — Conduct of Business by C-COR Pending the Merger			41
SECTION 6.2 — No Solicitation by C-COR			43
SECTION 6.3 — Conduct of Business by ARRIS Pending the Merger			47
SECTION 6.4 — Recommendation of the Board of Directors of ARRIS			48

ARTICLE VII ADDITIONAL AGREEMENTS			48
SECTION 7.1 — Joint Proxy Statement and the Registration Statement			48
SECTION 7.2 — C-COR and ARRIS Stockholders’ Meetings and Consummation of the Merger			48
SECTION 7.3 — Additional Agreements			49
SECTION 7.4 — Notification of Certain Matters			50
SECTION 7.5 — Access to Information			50
SECTION 7.6 — Public Announcements			50
SECTION 7.7 — Cooperation			51
SECTION 7.8 — Indemnification, Directors, and Officers’ Insurance			51
SECTION 7.9 — Employee Benefit Plans			52
SECTION 7.10 — Stock Exchange Listing			53
SECTION 7.11 — No Shelf Registration			54
SECTION 7.12 — Affiliates			54
SECTION 7.13 — Change in Control, Severance and Employment Agreements			54
SECTION 7.14 — Tax-Free Reorganization			54
SECTION 7.15 — Section 16 Matters			55
SECTION 7.16 — C-COR Notes			55
SECTION 7.17 — C-COR Incentive Plan			55
SECTION 7.18 — C-COR Intellectual Property			55
SECTION 7.19 — Change of Control Notifications			55
ARTICLE VIII CONDITIONS TO THE MERGER			56
SECTION 8.1 — Conditions to Obligations of Each Party to Effect the Merger			56
SECTION 8.2 — Additional Conditions to Obligations of C-COR			57
SECTION 8.3 — Additional Conditions to Obligations of ARRIS			58
ARTICLE IX TERMINATION, AMENDMENT AND WAIVER			59
SECTION 9.1 — Termination by Mutual Consent			59
SECTION 9.2 — Termination by Either ARRIS or C-COR			59
SECTION 9.3 — Termination by C-COR			60
SECTION 9.4 — Termination by ARRIS			60
SECTION 9.5 — Effect of Termination and Abandonment			61
ARTICLE X GENERAL PROVISIONS			64
SECTION 10.1 — Non-Survival of Representations, Warranties and Agreements			64
SECTION 10.2 — Notices			64
SECTION 10.3 — Expenses			65
SECTION 10.4 — Certain Definitions			65
SECTION 10.5 — Specific Performance			67
SECTION 10.6 — Headings			67
SECTION 10.7 — Severability			67
SECTION 10.8 — Entire Agreement; No Third-Party Beneficiaries			67
SECTION 10.9 — Assignment			67
SECTION 10.10 — Governing Law; Jurisdiction and Venue			68
SECTION 10.11 — Counterparts			68

AGREEMENT AND PLAN OF MERGER

     AGREEMENT AND PLAN OF MERGER, dated as of September 23, 2007 (this “ Agreement ”), among C-COR INCORPORATED, a Pennsylvania corporation (“ C-COR ” or the “ Company ”), ARRIS GROUP, INC., a Delaware corporation (“ ARRIS ”), and AIR MERGER SUBSIDIARY, INC., a Delaware corporation and wholly owned subsidiary of ARRIS (the “ Merger Subsidiary ”). C-COR, ARRIS, and the Merger Subsidiary are herein referred to collectively as the “ Parties ” and each individually as a “ Party .”

     WHEREAS, the Boards of Directors of C-COR, ARRIS and the Merger Subsidiary have determined that it is in the best interests of their respective stockholders that C-COR, ARRIS and the Merger Subsidiary enter into a business combination under which C-COR will merge with and into the Merger Subsidiary (the “ Merger ”) and, in connection therewith, to make certain representations, warranties and agreements in connection with the Merger;

     WHEREAS, the Boards of Directors of C-COR, ARRIS and the Merger Subsidiary have determined that the Merger and the other transactions contemplated hereby are consistent with, and in furtherance of, their respective business strategies and goals and have each adopted and approved this Agreement and the Merger upon the terms and conditions set forth herein; and

     WHEREAS, for federal income tax purposes, it is intended that the Merger shall constitute a tax-free reorganization under Section 368 of the Internal Revenue Code of 1986, as amended and the Treasury regulations promulgated thereunder (the “ Code ”);

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

     SECTION 1.1 — The Merger . At the Effective Time and subject to and upon the terms and conditions of this Agreement, the Pennsylvania Business Corporation Law (“ Pennsylvania Law ”) and the Delaware General Corporation Law (“ Delaware Law ”), the Merger shall be consummated, whereby C-COR shall be merged with and into the Merger Subsidiary, the separate corporate existence of C-COR shall cease, and the Merger Subsidiary shall continue as the surviving corporation, which shall be a wholly owned subsidiary of ARRIS. The Merger Subsidiary as the surviving corporation after the Merger is herein sometimes referred to as the “ Surviving Corporation ,” and C-COR as the non-surviving corporation after the Merger is herein sometimes referred to as the “ Merged Corporation .”

     SECTION 1.2 — Effective Time . As promptly as practicable after the satisfaction or waiver of the conditions set forth in Article VIII hereof and the consummation of the Closing

referred to in Section 7.2(b) hereof, the Parties shall cause the Merger to be consummated by filing (i) Articles of Merger (the “ Articles of Merger ”) with the Department of State of the Commonwealth of Pennsylvania with respect to the Merger and (ii) a Certificate of Merger (the “ Certificate of Merger ”) with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed in accordance with, the relevant provisions of Pennsylvania Law and Delaware Law, as applicable (the time of such filing being the “ Effective Time ”).

     SECTION 1.3 — Effect of the Merger . At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of Pennsylvania Law and Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of C-COR and the Merger Subsidiary shall continue with, or vest in, as the case may be, the Merger Subsidiary as the Surviving Corporation, and all debts, liabilities and duties of C-COR and the Merger Subsidiary shall continue to be, or become, as the case may be, the debts, liabilities and duties of the Merger Subsidiary as the Surviving Corporation. As of the Effective Time, the Surviving Corporation shall be a direct wholly owned subsidiary of ARRIS.

     SECTION 1.4 — Subsequent Actions . If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties, privileges, franchises or assets of either of its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the directors and officers of the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either of such constituent corporations, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises or assets in the Surviving Corporation or otherwise to carry out this Agreement.

     SECTION 1.5 — Certificate of Incorporation; Bylaws; Directors and Officers of Surviving Corporation . Unless otherwise agreed by C-COR and ARRIS before the Effective Time, at the Effective Time:

     (a) the Certificate of Incorporation of the Merger Subsidiary immediately prior to the Effective Time shall be the Certificate of Incorporation of the Merger Subsidiary as the Surviving Corporation from and after the Effective Time, until thereafter amended as provided by Delaware Law and such Certificate of Incorporation, except that the name of the Merger Subsidiary as the Surviving Corporation shall be changed to “ C-COR Incorporated ;”

     (b) the Bylaws of the Merger Subsidiary immediately prior to the Effective Time shall be the Bylaws of the Merger Subsidiary as the Surviving Corporation from and after the Effective Time, until thereafter amended as provided by Delaware Law, the Certificate of Incorporation and such Bylaws; and

     (c) the directors of the Merger Subsidiary immediately prior to the Effective Time shall continue to serve as directors of the Surviving Corporation, and the officers of C-COR immediately prior to the Effective Time shall continue to serve in their respective offices as officers of the Surviving Corporation from and after the Effective Time, in each case until their successors are elected or appointed or until their resignation or removal. If, at the Effective Time, a vacancy shall exist in any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by Delaware Law and the Bylaws of the Merger Subsidiary as the Surviving Corporation.

ARTICLE II

EFFECT ON STOCK OF THE SURVIVING
CORPORATION AND THE MERGED CORPORATION

     SECTION 2.1 — Conversion of Securities . The manner and basis of converting the shares of common stock of the Merged Corporation at the Effective Time, by virtue of the Merger and without any action on the part of any of the Parties or the holder of any of such securities, shall be as hereinafter set forth in this Article II.

     SECTION 2.2 — Conversion of Shares .

     (a) Subject to Section 2.3, each share of C-COR Common Stock (as defined herein) issued and outstanding immediately before the Effective Time (excluding those held in the treasury of C-COR and those owned by ARRIS, referred to herein as the “ Excluded C-COR Shares ”) and all rights in respect thereof, shall at the Effective Time, without any action on the part of any holder thereof, forthwith cease to exist and be converted into and become exchangeable, at the election of the holder thereof: (i) for each share of C-COR Common Stock with respect to which an election to receive cash has been effectively made and not revoked or lost pursuant to Section 2.5 (a “ Cash Election ”), the right to receive in cash from ARRIS, without interest, an amount equal to $13.75 (the “ Cash Consideration ”), (collectively, “ Cash Election Shares ”); (ii) for each share of C-COR Common Stock with respect to which an election to receive ARRIS Common Stock (as defined herein) has been effectively made and not revoked or lost pursuant to Section 2.5 (a “ Stock Election ”), the right to receive from ARRIS a portion of a share of ARRIS Common Stock equal to 0.9642 of a share, subject to adjustment as set forth in Section 2.2(b) below, (the “ Exchange Ratio ”) of ARRIS Common Stock (the “ Stock Consideration ”), subject to adjustment as provided in Section 2.2(b) (collectively, the “ Stock Election Shares ”); and (iii) for each share of C-COR Common Stock other than shares as to which a Cash Election or a Stock Election has been effectively made and not revoked or lost pursuant to Section 2.5 (“ Non-Election Shares ”), the right to receive from ARRIS such Stock Consideration and/or Cash Consideration as is determined in accordance with Section 2.3(b). For purposes of this Agreement, the term “ Merger Consideration ” with respect to a given share of C-COR Common Stock shall mean either the Cash Consideration (with respect to a share of C-COR Common Stock representing the right to receive the Cash Consideration) or the Stock Consideration (with respect to a share of C-COR Common Stock representing the right to receive the Stock Consideration).

     (b) In the event that the average closing price of the ARRIS Common Stock on the Nasdaq Global Select Market (as reported in The Wall Street Journal ) for the ten trading-day period ending the third trading day prior to the anticipated Closing Date (the “ Average Trading Price ”) is less than $12.83 (a “ Decrease Event ”) then ARRIS shall increase the amount of the Stock Consideration, which increase in the Stock Consideration, at ARRIS’ election by notice to the Exchange Agent and C-COR, may be paid as cash or additional shares of ARRIS Common Stock, such that the value of the aggregate Merger Consideration paid per share of C-COR Common Stock for all outstanding shares of C-COR Common Stock (other than Excluded C-COR Shares), calculated using the Average Trading Price (solely for purposes of determining the value of the shares of ARRIS Common Stock to be issued as Stock Consideration), equals $13.08. If the Average Trading Price is more than $15.69 (an “ Increase Event ”), then ARRIS shall decrease the amount of the Stock Consideration such that the value of the aggregate Merger Consideration paid per share of C-COR Common Stock for all outstanding shares of C-COR Common Stock (other than Excluded C-COR Shares), calculated using the Average Trading Price (solely for purposes of determining the value of the shares of ARRIS Common Stock to be issued as Stock Consideration), equals $14.43. Notwithstanding the foregoing, in making the adjustments to the Merger Consideration set forth in this Section 2.2(b), (i) ARRIS shall not be required to use an Average Trading Price of less than $11.41 or more than $17.11, and (ii) in the event of a Decrease Event, ARRIS shall not elect to pay such increase in cash to the extent that such increase in cash would result in counsel to C-COR or counsel to ARRIS being unable to deliver its opinion contemplated by Sections 8.2(d) or 8.3(d), respectively.

     (c) Commencing immediately after the Effective Time, each certificate that, immediately prior to the Effective Time, represented issued and outstanding shares of C-COR Common Stock (“ C-COR Shares ”) shall evidence the right to receive the Merger Consideration on the basis hereinbefore set forth, but subject to the limitations set forth in this Article II.

     (d) For all purposes of this Agreement, unless otherwise specified, all C-COR Shares held by retirement plans of C-COR subject to the requirements under Section 401(a) of the Code and all C-COR Shares held in non-qualified plans of C-COR (the “ C-COR Retirement Plan Shares ”) (i) shall be deemed to be issued and outstanding, (ii) shall not be deemed to be held in the treasury of C-COR and (iii) shall be converted into the right to receive the Merger Consideration in accordance with Section 2.2(a); provided , however , that all such C-COR Retirement Plan Shares shall be deemed Non-Election Shares for purposes of this Article II.

     SECTION 2.3 — Allocation of Merger Consideration .

     (a) Notwithstanding any other provision contained in this Agreement and subject to ARRIS’s rights under Section 2.3(b) to increase the Stock Consideration by adding cash instead of ARRIS Common Stock, (i) the number of shares of C-COR Common Stock to be converted into Stock Consideration pursuant to Section 2.2(a) (the “ Stock Conversion Number ”) shall be equal to the product obtained by multiplying (A) the number of shares of C-COR Common Stock outstanding immediately prior to the Effective Time by (B) 0.4909 and (ii) all of the other shares of C-COR Common Stock outstanding immediately prior to the Effective Time shall be converted into Cash Consideration (in case of each of clauses (i) and (ii), excluding the Excluded C-COR Shares).

     (b) As soon as practicable after the Election Deadline (as defined herein) and in any event no more than five business days after the Closing Date (or such other date as C-COR and ARRIS shall agree), ARRIS shall cause the Exchange Agent to effect the allocation among holders of C-COR Common Stock (other than Excluded C-COR Shares) of rights to receive the Cash Consideration and the Stock Consideration as follows:

     (i) If the aggregate number of C-COR Shares with respect to which Stock Elections shall have been made (the “ Stock Election Number ”) exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares of each holder thereof shall be converted into the right to receive the Cash Consideration and Stock Election Shares of each holder thereof will be converted into the right to receive the Stock Consideration in respect of that number of Stock Election Shares of such holder equal to the product obtained by multiplying (A) the number of Stock Election Shares held by such holder by (B) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and

     (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “ Shortfall Number ”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and the Non-Election Shares of each holder thereof shall be converted into the right to receive the Stock Consideration in respect of that number of Non-Election Shares equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and Cash Election Shares of each holder thereof shall be converted into the right to receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which the Shortfall Number exceeds the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

     SECTION 2.4 — Cancellation of Treasury Shares . Except as provided in Section 2.2(d), at the Effective Time, each share of C-COR Common Stock held in the treasury of C-COR or owned by ARRIS immediately prior to the Effective Time shall be canceled and retired and no shares of stock or other securities of ARRIS or the Surviving Corporation shall be issuable, and no payment or other consideration shall be made, with respect thereto.

     SECTION 2.5 — Election of Merger Consideration and Exchange of Shares . Each holder of record of C-COR Common Stock (other than (i) Excluded C-COR Shares and (ii) C-COR Retirement Plan Shares) shall have the right, subject to the limitations set forth in this Article II to submit an election in accordance with the following procedures:

     (a) Each holder may specify in a request made in accordance with the provisions of this Section 2.5 (herein called an “ Election ”) (i) the number of C-COR Shares owned by such holder with respect to which such holder desires to make a Stock Election and (ii) the number of C-COR Shares owned by such holder with respect to which such holder desires to make a Cash Election.

     (b) Subject to the terms and conditions hereof, at or prior to the Effective Time, ARRIS and C-COR shall jointly appoint an exchange agent to effect the exchange of C-COR Shares for the Merger Consideration in accordance with the provisions of this Article II (the “ Exchange Agent ”). Prior to the Effective Time, ARRIS shall deposit, or cause to be deposited, with the Exchange Agent cash and certificates representing ARRIS Common Stock sufficient to pay all amounts for conversion of C-COR Shares in accordance with the provisions of Section 2.2 hereof, it being understood that any and all interest earned on funds deposited with the Exchange Agent shall be turned over to ARRIS. Commencing immediately after the Effective Time and until the appointment of the Exchange Agent shall be terminated, each holder of a certificate or certificates theretofore representing C-COR Shares may surrender the same to the Exchange Agent, and, after the appointment of the Exchange Agent shall be terminated, any such holder may surrender any such certificate to ARRIS. Each holder shall be entitled upon such surrender to receive in exchange therefor the Cash Consideration and a certificate or certificates representing the number of full shares of the Stock Consideration into which the C-COR Shares theretofore represented by the certificate or certificates so surrendered shall have been converted in accordance with the provisions of Section 2.2 hereof, together with a cash payment in lieu of fractional shares, if any, in accordance with Section 2.7 hereof. All such shares of ARRIS Common Stock issued as Stock Consideration shall be issued at the Effective Time. Until so surrendered and exchanged, each outstanding certificate that, prior to the Effective Time, represented issued and outstanding C-COR Shares shall be for all corporate purposes of ARRIS, other than the payment of dividends and other distributions, if any, to evidence the right to receive the Merger Consideration. Unless and until any such certificate theretofore representing C-COR Shares is so surrendered, no dividend or other distribution, if any, payable to the holders of record of ARRIS Common Stock as of any date subsequent to the Effective Time shall be paid to the holder of such certificate in respect thereof. Except as otherwise provided in Section 2.6 hereof, upon the surrender of any such certificate theretofore representing C-COR Shares, however, the record holder of the certificate or certificates representing shares of ARRIS Common Stock issued in exchange therefor shall receive from the Exchange Agent or from ARRIS, as the case may be, payment of the amount of dividends and other distributions, if any, that as of any date subsequent to the Effective Time and until such surrender shall have become payable with respect to such number of shares of ARRIS Common Stock (“ Pre-Surrender Dividends ”). No interest shall be payable with respect to the payment of Pre-Surrender Dividends upon the surrender of certificates theretofore representing C-COR Shares. After the appointment of the Exchange Agent shall have been terminated, any holders of certificates representing C-COR Shares which have not received payment of Pre-Surrender Dividends shall look only to ARRIS for payment thereof. Notwithstanding the foregoing provisions of this

Section 2.5(b), neither the Exchange Agent nor any Party shall be liable to a holder of C-COR Shares for any Cash Consideration, Stock Consideration, any dividends or distributions thereon or any cash payment for fractional shares as contemplated by Section 2.7, delivered to a public official pursuant to any applicable abandoned property, escheat or similar law or to a transferee.

     (c) ARRIS shall cause the Exchange Agent to mail to the shareholders of C-COR entitled to vote at the C-COR Stockholders’ Meeting (as defined herein), at the time that the Joint Proxy Statement (as defined herein) is provided to the stockholders of C-COR, a form reasonably acceptable to C-COR (the “ Form of Election ”) pursuant to which C-COR’s stockholders shall be entitled to exercise their right to make an Election prior to the Election Deadline (as defined herein), and shall cause the Exchange Agent to use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of C-COR who requests such Form of Election following the initial mailing of the Form of Election and prior to the Election Deadline. In no event shall the initial mailing of the Form of Election to C-COR’s stockholders be made less than 20 days prior to the Election Deadline.

     (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as Exchange Agent under this Agreement, shall have received, by 5:00 p.m. New York City time on the date of the Election Deadline, a Form of Election properly completed and signed. As used herein, “ Election Deadline ” means 5:00 p.m. New York City time on the date that is the business day prior to the date of the C-COR Stockholders Meeting (or at such other date and time as C-COR and ARRIS shall agree). ARRIS and C-COR shall cooperate to issue a press release announcing the date of the Election Deadline not more than fifteen business days before, and at least five business days prior to, the Election Deadline (and, if C-COR and ARRIS shall agree to any extension thereof, C-COR and ARRIS shall make a public announcement of any such extension as far as reasonably practicable prior to such new Election Deadline).

     (e) If ARRIS shall determine in its reasonable discretion that any Election is not properly made with respect to any C-COR Shares, such Election shall be deemed to be not in effect, thereafter timely filed. Any stockholder of C-COR may, at any time prior to the Election Deadline, change his, her or its Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed, revised Form of Election. Any stockholder of C-COR may, at any time prior to the Election Deadline, revoke his, her or its Election by written notice received by the Exchange Agent prior to the Election Deadline.

     (f) Each of the Exchange Agent, ARRIS and the Surviving Corporation will be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of shares of C-COR Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any other applicable state, local or foreign law related to Taxes. To the extent that amounts are so withheld by the Surviving Corporation or ARRIS, as the case may be, such withheld amounts (i) will be remitted by ARRIS or the Surviving Corporation, as the case may be, to the applicable governmental entity, and (ii) will be treated for all purposes of this Agreement as having been paid to the holder of the share of C-COR Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or ARRIS, as the case may be.

     (g) If any certificate formerly representing C-COR Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by ARRIS, the posting by such person of a bond, in such reasonable amount as ARRIS may direct, as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent shall pay, in exchange for such lost, stolen or destroyed certificate, the Merger Consideration to be paid in respect of C-COR Shares represented by such certificate, as contemplated by this Section 2.5.

     SECTION 2.6 — Transfer Books . The stock transfer books of C-COR shall be closed at the Effective Time and no transfer of any C-COR Shares will thereafter be recorded on any of such stock transfer books. In the event of a transfer of ownership of C-COR Shares that is not registered in the stock transfer records of C-COR at the Effective Time, cash and a certificate or certificates representing the number of full shares of ARRIS Common Stock into which such C-COR Shares shall have been converted shall be issued to the transferee together with a cash payment in lieu of fractional shares, if any, in accordance with Section 2.7 hereof, and a cash payment in the amount of Pre-Surrender Dividends, if any, in accordance with Section 2.5(b) hereof, if the certificate or certificates representing such C-COR Shares is or are surrendered as provided in Section 2.5 hereof, accompanied by all documents required to evidence and effect such transfer and by evidence of payment of any applicable stock transfer tax.

     SECTION 2.7 — No Fractional Share Certificates . Notwithstanding any other provision of this Agreement, each holder of shares of C-COR Common Stock exchanged pursuant to the Merger who otherwise would have been entitled to receive a fraction of a share of ARRIS Common Stock (after taking into account all certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of ARRIS Common Stock multiplied by the Average Trading Price. No such holder will be entitled to dividends, voting rights, or any other rights as a stockholder in respect of any fractional shares.

     SECTION 2.8 — Options to Purchase C-COR Common Stock .

     (a) At the Effective Time, each option granted by C-COR to purchase shares of C-COR Common Stock that is outstanding and unexercised immediately prior to the Effective Time (the “ Assumed Equity Awards ”), whether vested or unvested, shall be assumed by ARRIS and converted into an option or warrant to purchase shares of ARRIS Common Stock in such amount and at such exercise price as provided below and otherwise having the same terms, conditions and restrictions as are in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the transactions contemplated hereby):

     (i) the number of shares of ARRIS Common Stock to be subject to the new option or warrant shall be equal to the product of (x) the number of shares of C-COR Common Stock subject to the original option or warrant multiplied by (y) 0.9642 (the “ Option Exchange Ratio ”), rounded down to the nearest whole share; provided , however , that (A) in the event of a Decrease Event under Section 2.2(b), the Option Exchange Ratio shall be the quotient obtained by dividing $13.08 by the Average Trading Price, and (B) in the event of an Increase Event under Section 2.2(b), the Option Exchange

Ratio shall be the quotient obtained by dividing $14.43 by the Average Trading Price, in the case of either (A) or (B), rounded down to the nearest whole share; provided , further , that ARRIS shall not be required to use an Average Trading Price of less than $11.41 or more than $17.11; and

     (ii) the exercise price per share of ARRIS Common Stock under the new option or warrant shall be equal to the result of (x) the exercise price per share of the C-COR Common Stock under the original option or warrant divided by (y) the applicable Option Exchange Ratio, rounded up to the nearest cent.

     (b) For purposes of Section 4(b) of the C-COR Amended and Restated Incentive Plan (the “ Incentive Plan ”), the provisions of Section 2.8(a) constitute an adjustment in the number and option price of shares subject to, and the consideration to be issued upon the exercise of, outstanding Options (as defined in the Incentive Plan), as determined appropriate by the Board of Directors of C-COR, as of the Effective Time, and no further action or amendment of the Incentive Plan shall be necessary to implement such adjustment.

     (c) The adjustments provided herein shall, to the extent applicable, be effected in a manner consistent with Section 409A of the Code so as not to be treated as new grants or awards or as a change in the form of payment, and with respect to any options that are “incentive stock options” (as defined in Section 422 of the Code) shall be effected in a manner consistent with Section 424(a) of the Code.

     (d) ARRIS shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of ARRIS Common Stock for delivery upon exercise of the Assumed Equity Awards assumed in accordance with this Section 2.8. Within ten (10) business days following the Effective Time, ARRIS shall file a registration statement on Form S-8 (or any successor form) with respect to ARRIS Common Stock subject to such Assumed Equity Awards and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Assumed Equity Awards remain outstanding.

     (e) As of the Effective Time, ARRIS shall assume the obligations and succeed to the rights of C-COR under the Incentive Plan with respect to the Assumed Equity Awards.

     (f) At the Effective Time, each warrant granted by C-COR to purchase shares of C-COR Common Stock that is outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, shall be canceled and no shares of stock or other securities of ARRIS or the Surviving Corporation shall be issuable, and no payment or other consideration shall be made with respect thereto. C-COR will take all steps reasonably necessary to notify the holders of such warrants of the anticipated Effective Time as required by the applicable warrant agreements.

     SECTION 2.9 — Restricted Stock . At the Effective Time, each share of C-COR Common Stock awarded pursuant to any plan, arrangement or transaction, and outstanding immediately prior to the Effective Time shall be treated as fully vested and shall be exchanged in accordance with Section 2.2 hereof with respect to such percentage of such award equal to the

percentage of the applicable restriction period for such award that has elapsed as of the Effective Time.

     SECTION 2.10 — Certain Adjustments . If between the date hereof and the Effective Time, the outstanding shares of C-COR Common Stock or of ARRIS Common Stock shall be changed into a different number of shares by reason of any reclassification, recapitalization, split-up, combination or exchange of shares, or any dividend payable in stock or other securities shall be declared thereon with a record date within such period, the Exchange Ratio and Option Exchange Ratio shall be adjusted accordingly to provide to the holders of C-COR Common Stock and ARRIS Common Stock the same economic effect as contemplated by this Agreement prior to such reclassification, recapitalization, split-up, combination, exchange or dividend.

     SECTION 2.11 — Employee Stock Purchase Plans . C-COR shall take all actions with respect to the 1992 Stock Purchase Plan (the “ 1992 SPP ”) as are necessary to assure that (i) the 1992 SPP shall be suspended as soon as permitted by the terms of the 1992 SPP and (ii) there shall not be any additional Offering Period (as defined in the 1992 SPP) following the date of this Agreement.

ARTICLE III

CERTAIN CORPORATE MATTERS

     SECTION 3.1 — Directors of ARRIS . As soon as practicable after the Effective Time, ARRIS shall take such steps as are reasonably necessary to ensure that a nominee to the Board of Directors of ARRIS as selected by C-COR (and reasonably acceptable to ARRIS) is appointed to the Board of Directors of ARRIS.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF C-COR

     C-COR hereby represents and warrants to ARRIS and the Merger Subsidiary that, except as set forth in the written disclosure schedule delivered on or prior to the date hereof by C-COR to ARRIS and the Merger Subsidiary that is arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article IV (the “ C-COR Disclosure Schedule ”) that the statements contained in this Article IV are true and correct. The C-COR Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article IV. Unless otherwise stated therein, if the disclosure of any paragraph lists an item or information in such a way as to make its relevance to the disclosure required in another paragraph reasonably apparent on its face, such disclosure shall qualify and apply to the other paragraph.

     SECTION 4.1 — Organization and Qualification; Subsidiaries . Each of C-COR and each of its Subsidiaries (as defined herein) is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (“ Approvals ”) necessary to own, lease and operate the properties it purports to own, operate or lease and to

carry on its business as it is now being conducted, except where the failure to be in good standing or to have such Approvals would not have a Material Adverse Effect. Each of C-COR and each of its Subsidiaries is duly qualified or licensed as a foreign entity to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not have a Material Adverse Effect. A true and complete list of all of C-COR’s Subsidiaries, together with the jurisdiction of organization of each Subsidiary and the percentage of each Subsidiary’s outstanding capital stock or ownership interests owned by C-COR or another Subsidiary, is set forth in Section 4.1 of the C-COR Disclosure Schedule. Except as set forth in Section 4.1 of the C-COR Disclosure Schedule, C-COR does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest C-COR or any of its Subsidiaries has invested or is required to invest $50,000 or more, excluding securities in any publicly traded company held for investment and comprising less than five percent of the outstanding stock of such company.

     SECTION 4.2 — Articles of Incorporation and Bylaws . C-COR has heretofore furnished to ARRIS a complete and correct copy of its Articles of Incorporation and Bylaws as most recently restated and subsequently amended to date, and has furnished or made available to ARRIS and the Merger Subsidiary the Articles of Incorporation and Bylaws (or equivalent organizational documents) of each of its Subsidiaries (the “ Subsidiary Documents ”). Such Articles of Incorporation, Bylaws and Subsidiary Documents are in full force and effect. Neither C-COR nor any of its Subsidiaries is in violation of any of the provisions of its Articles of Incorporation or Bylaws or Subsidiary Documents, except for immaterial violations of the Subsidiary Documents that may exist.

     SECTION 4.3 — Capitalization . The authorized capital stock of C-COR consists of (i) 100,000,000 shares of C-COR Common Stock and (ii) 2,000,000 shares of preferred stock, no par value per share, none of which is issued and outstanding and none of which is reserved for issuance. As of September 20, 2007, (i) 50,288,695 shares of C-COR Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable, and 3,644,980 shares were held in treasury, (ii) no shares of C-COR Common Stock were held by Subsidiaries of C-COR, (iii) 4,216,184 shares of C-COR Common Stock were reserved for future issuance pursuant to warrants or pursuant to outstanding stock options or other similar rights granted under C-COR incentive plans and agreements listed in Section 4.3 of the C-COR Disclosure Schedule (“ C-COR’s Stock Option Plans ”), (iv) 2,838,168 shares reserved for future issuance upon the conversion of the 3.5% Convertible Senior Unsecured Notes due 2009 (the “ C-COR Notes ”) and (v) 563,853 shares of C-COR Common Stock were reserved for future issuance under C-COR’s 1992 Stock Purchase Plan. Except as set forth in Section 4.3 or Section 4.12 of the C-COR Disclosure Schedule, and other than the C-COR Notes, there are no options, warrants, convertible securities or other similar rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of C-COR or any of its Subsidiaries or obligating C-COR or any of its Subsidiaries to issue or sell any shares of capital stock of, or other equity interests in, C-COR or any of its Subsidiaries. All shares of C-COR Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions

specified in the instruments pursuant to which they are issuable, shall be duly authorized, validly issued, fully paid and nonassessable. Except as disclosed in Section 4.3 of the C-COR Disclosure Schedule, there are no obligations, contingent or otherwise, of C-COR or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of C-COR Common Stock or the capital stock of any Subsidiary or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity. There are no preemptive rights with respect to the C-COR Common Stock. Except as set forth in Sections 4.1 and 4.3 of the C-COR Disclosure Schedule, all of the outstanding shares of capital stock of each of C-COR’s Subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and all such shares are owned by C-COR or another Subsidiary of C-COR free and clear of all security interests, liens, claims, pledges, agreements, limitations in C-COR’s voting rights, charges or other encumbrances of any nature whatsoever.

     SECTION 4.4 — Authority Relative to this Agreement . C-COR has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by C-COR and the consummation by C-COR of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of C-COR are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than the adoption of this Agreement by the holders of at least a majority of the votes cast at the C-COR Stockholders’ Meeting by the holders of all outstanding shares of C-COR Common Stock entitled to vote in accordance with Pennsylvania Law and C-COR’s Articles of Incorporation and Bylaws). The Board of Directors of C-COR has determined that the Merger upon the terms and subject to the conditions of this Agreement is advisable and in the best interests of C-COR’s stockholders. This Agreement has been duly and validly executed and delivered by C-COR and, assuming the due authorization, execution and delivery by ARRIS and the Merger Subsidiary, as applicable, constitutes a legal, valid and binding obligation of C-COR enforceable against C-COR in accordance with its terms.

     SECTION 4.5 — No Conflict; Required Filings and Consents .

     (a) Section 4.5(a) of the C-COR Disclosure Schedule includes a list of all agreements to which C-COR or any of its Subsidiaries is a party or by which any of them is bound that, as of the date hereof: (i) are required to be filed as “material contracts” with the SEC pursuant to the requirements of the Exchange Act (as defined herein); (ii) under which the consequences of a default, nonrenewal, termination or reduction of purchases or sales thereunder could have a Material Adverse Effect on C-COR; or (iii) pursuant to which payments might be required or acceleration of benefits may be required upon a “change of control” of C-COR (collectively, the “ Material Contracts ”).

     (b) Except as set forth in Section 4.5(b) of the C-COR Disclosure Schedule, the execution and delivery of this Agreement by C-COR does not, and the performance of this Agreement by C-COR will not, (i) conflict with or violate the Articles of Incorporation, Bylaws or Subsidiary Documents of C-COR or any of its Subsidiaries, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to C-COR or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, or (iii) result in any breach

of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair C-COR’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of any Material Contract, or result in the creation of a lien or encumbrance on any of the properties or assets of C-COR or any of its Subsidiaries pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which C-COR or any of its Subsidiaries is a party or by which C-COR or any of its Subsidiaries or its or any of their respective properties is bound or affected, except in such cases for any such conflicts, violations, breaches, defaults, liens or other occurrences with respect to (ii) and (iii) above that would not have a Material Adverse Effect.

     (c) Except as set forth in Section 4.5(c) of the C-COR Disclosure Schedule, the execution and delivery of this Agreement by C-COR does not, and the performance of this Agreement by C-COR will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the 1933 Act, the Exchange Act, the pre-merger notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“ HSR Act ”), and the filing of the Articles of Merger and the Certificate of Merger, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay consummation of the Merger, or otherwise prevent or delay C-COR from performing its obligations under this Agreement, or would not otherwise have a Material Adverse Effect.

     SECTION 4.6 — Compliance, Permits .

     (a) Except as disclosed in Section 4.6(a) of the C-COR Disclosure Schedule, neither C-COR nor any of its Subsidiaries is in conflict with, or in default or violation of, (i) any law, rule, regulation, order, judgment or decree applicable to C-COR or any of its Subsidiaries or by which its or any of their respective properties is bound or affected or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which C-COR or any of its Subsidiaries is a party or by which C-COR or any of its Subsidiaries or its or any of their respective properties is bound or affected, except for any such conflicts, defaults or violations that would not have a Material Adverse Effect.

     (b) Except as disclosed in Section 4.6(b) of the C-COR Disclosure Schedule, C-COR and its Subsidiaries hold all permits, licenses, easements, variances, exemptions, consents, certificates, orders and approvals from governmental authorities that are material to the operation of the business of C-COR and its Subsidiaries taken as a whole as it is now being conducted (collectively, the “ C-COR Permits ”), except where the failure to have such C-COR Permits would not have a Material Adverse Effect. C-COR and its Subsidiaries are in compliance with the terms of the C-COR Permits, except where the failure to so comply would not have a Material Adverse Effect.

     SECTION 4.7 — SEC Filings; Financial Statements .

     (a) C-COR has filed all forms, reports and documents required to be filed with the SEC and has made available to ARRIS (i) its Annual Reports on Form 10-K for the fiscal years

ended June 24, 2005, June 30, 2006 and June 29, 2007, (ii) all proxy statements relating to C-COR’s meetings of stockholders (whether annual or special) held since June 25, 2004, (iii) all other reports or registration statements filed by C-COR with the Securities and Exchange Commission (the “ SEC ”) since June 25, 2004, and (iv) all amendments and supplements to all such reports and registration statements filed by C-COR with the SEC since June 25, 2004 (collectively, the “ C-COR SEC Reports ”). Except as disclosed in Section 4.7(a) of the C-COR Disclosure Schedule, the C-COR SEC Reports (i) were prepared in all material respects in accordance with the requirements of the 1933 Act (as defined herein) or the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of C-COR’s Subsidiaries is required to file any forms, reports or other documents with the SEC.

     (b) Except as disclosed in Section 4.7(b) of the C-COR Disclosure Schedule, each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the C-COR SEC Reports was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and each fairly presents in all material respects the consolidated financial position of C-COR and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount.

     (c) C-COR has established and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to C-COR and its Subsidiaries required to be disclosed by C-COR in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to C-COR’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding disclosure and to make the certifications of the principal executive officer and the principal financial officer of C-COR required by Section 302 of the Sarbanes-Oxley Act of 2002 (“ Sarbanes-Oxley ”) with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in Sarbanes-Oxley.

     (d) C-COR has established and maintains a “system of internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act) (“ internal controls ”). Such internal controls are sufficient to provide reasonable assurance regarding the reliability of C-COR’s financial reporting and the preparation of C-COR’s financial statements for external purposes in accordance with GAAP (as defined herein). C-COR has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to C-COR’s auditors and audit committee (i) any significant deficiencies and material weaknesses known to C-COR in the design or operation of internal controls which are reasonably likely to adversely affect in a material respect C-COR’s ability to record, process, summarize and report financial information

and (ii) any material fraud known to C-COR that involves management or other employees who have a significant role in internal controls. C-COR has made available to ARRIS a summary of any such disclosure regarding material weaknesses and fraud made by management to C-COR’s auditors and audit committee since July 1, 2005. For purposes of this Agreement, a “significant deficiency” in controls means an internal control deficiency that adversely affects an entity’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with GAAP. A “significant deficiency” may be a single deficiency or a combination of deficiencies that results in more than a remote likelihood that a misstatement of the annual or interim financial statements that is more than inconsequential will not be prevented or detected. For purposes of this Agreement, a “material weakness” in internal controls means a significant deficiency, or a combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

     SECTION 4.8 — Absence of Certain Changes or Events . Except as set forth in Section 4.8 of the C-COR Disclosure Schedule or the C-COR SEC Reports, since June 29, 2007, C-COR has conducted its business in the ordinary course and there has not occurred: (i) any Material Adverse Effect; (ii) any amendments or changes in the Articles of Incorporation or Bylaws of C-COR; (iii) any damage to, destruction or loss of any asset of C-COR (whether or not covered by insurance) that would have a Material Adverse Effect; (iv) any material change by C-COR in its accounting methods, principles or practices, except as disclosed in Section 4.8 of the C-COR Disclosure Schedule; (v) any material revaluation by C-COR of any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business; (vi) any other action or event that would have required the consent of ARRIS pursuant to Section 6.1 had such action or event occurred after the date of this Agreement; or (vii) any sale of a material amount of property of C-COR or any of its Subsidiaries, except in the ordinary course of business.

     SECTION 4.9 — No Undisclosed Liabilities . Except as is disclosed in Section 4.9 of the C-COR Disclosure Schedule, neither C-COR nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (a) in the aggregate adequately provided for in C-COR’s audited balance sheet (including any related notes thereto) as of June 29, 2007 (the “ 2007 C-COR Balance Sheet ”), (b) incurred in the ordinary course of business and not required under GAAP to be reflected on the 2007 C-COR Balance Sheet, (c) incurred since June 29, 2007, in the ordinary course of business consistent with past practice, or (d) incurred in connection with this Agreement.

     SECTION 4.10 — Absence of Litigation . Except as set forth in Section 4.10 of the C-COR Disclosure Schedule, there are no claims, actions, suits or proceedings pending or, to the knowledge of C-COR, overtly threatened and to the knowledge of C-COR, there are no investigations pending or threatened against C-COR or any of its Subsidiaries, or any properties or rights of C-COR or any of its Subsidiaries, before any court, arbitrator or administrative, governmental or regulatory authority or body, domestic or foreign, could reasonably be expected to result in a liability in excess of $500,000.

     SECTION 4.11 — Joint Proxy Statement . None of the information supplied or to be supplied by or on behalf of C-COR for inclusion or incorporation by reference in the registration

statement to be filed with the SEC by ARRIS in connection with the issuance of shares of ARRIS Common Stock in the Merger (the “ Registration Statement ”) will, at the time the Registration Statement becomes effective under the 1933 Act, contain 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 light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by or on behalf of C-COR for inclusion or incorporation by reference in the joint proxy statement, in definitive form, relating to the meetings of C-COR and ARRIS stockholders to be held in connection with the Merger, or in the related proxy and notice of meeting, or soliciting material used in connection therewith (referred to herein collectively as the “ Joint Proxy Statement ”) will, at the dates mailed to stockholders and at the times of the C-COR Stockholders’ Meeting and the ARRIS Stockholders’ Meeting (as defined herein), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information provided by C-COR for inclusion in the Joint Proxy Statement (except for information relating solely to ARRIS) will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder.

     SECTION 4.12 — Employee Benefit Plans, Employment Agreements .

     (a) Section 4.12(a) of the C-COR Disclosure Schedule lists all employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974 (“ ERISA ”)), all material employee welfare plans (as defined in Section 3(1) of ERISA) and all other material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, and any material current or former employment, executive compensation, consulting or severance agreements, written or otherwise, for the benefit of, or relating to, any employee of or consultant to C-COR, any trade or business (whether or not incorporated) which is a member of a controlled group including C-COR or which is under common control with C-COR (an “ ERISA Affiliate ”) within the meaning of Section 414 of the Code, or any Subsidiary of C-COR, as well as each plan with respect to which C-COR or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (collectively the “ C-COR Employee Plans ”). C-COR has made available to ARRIS copies of (i) each such written C-COR Employee Plan (other than those referred to in Section 4(b)(4) of ERISA), (ii) the most recent annual report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each C-COR Employee Plan required to make such a filing, (iii) the most recent actuarial valuation for each C-COR Employee Plan subject to Title IV of ERISA, and (iv) such other documents or information that ARRIS reasonably requests. For purposes of this Section 4.12(a), the term “material,” used with respect to any C-COR Employee Plan, shall mean that C-COR or an ERISA Affiliate has incurred or may incur obligations in an annual amount exceeding $500,000 with respect to such C-COR Employee Plan.

     (b) (i) Except as set forth in Section 4.12(b) of the C-COR Disclosure Schedule, none of the C-COR Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person, (ii) none of the C-COR Employee Plans is a “multiemployer plan” as such term is defined in Section 3(37) of ERISA; (iii) there has been no “prohibited transaction,”

as such term is defined in Section 406 of ERISA and Section 4975 of the Code, with respect to any C-COR Employee Plan that could result in any material liability of C-COR or any of its subsidiaries; (iv) all C-COR Employee Plans are in compliance in all material respects with the requirements prescribed by any and all statutes (including ERISA and the Code), orders, or governmental rules and regulations currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, the Pension Benefit Guaranty Corporation (the “ PBGC ”), Internal Revenue Service (the “ IRS ”) or Secretary of the Treasury), and C-COR and each of its Subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any default or violation by any other party to, any of the C-COR Employee Plans; (v) each C-COR Employee Plan that is subject to Section 409A of the Code has been operated prior to 2008 in material good faith compliance with temporary and transition guidance issued by the IRS with respect to Section 409A of the Code, and will be amended within the time prescribed by law so that payments thereunder will not result in the imposition of any additional tax as a result of Section 409A of the Code; (vi) each C-COR Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impairs such determination; (vii) all contributions required to be made to any C-COR Employee Plan pursuant to Section 412 of the Code, or the terms of C-COR Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (viii) with respect to each C-COR Employee Plan, no “reportable event” within the meaning of Section 4043 of ERISA (excluding any such event for which the 30 day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; and (ix) neither C-COR nor any ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course).

     (c) Section 4.12(c) of the C-COR Disclosure Schedule sets forth a true and complete list of each current or former employee, officer or director of C-COR or any of its subsidiaries who holds (i) any option to purchase C-COR Common Stock as of the date hereof, together with the number of shares of C-COR Common Stock subject to such option, the option price of such option (to the extent determined as of the date hereof), whether such option is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code (an “ ISO ”), and the expiration date of such option; (ii) any other right, directly or indirectly, to acquire C-COR Common Stock, together with the number of shares of C-COR Common Stock subject to such right. Section 4.12(c) of the C-COR Disclosure Schedule also sets forth the total number of such ISOs, such nonqualified options and such other rights. The per share exercise price for each option to purchase C-COR Common Stock issued by C-COR equaled the fair market value of one share of C-COR Common Stock.

     (d) Section 4.12(d) of the C-COR Disclosure Schedule sets forth a true and complete list of (i) all employment agreements with officers of C-COR or any of its Subsidiaries; (ii) all agreements with consultants who are individuals obligating C-COR or any of its Subsidiaries to make annual cash payments in an amount exceeding $200,000; (iii) all employees of, or consultants to, C-COR or any of its Subsidiaries who have executed a non-competition agreement with C-COR or any of its Subsidiaries; (iv) all severance agreements, programs and

policies of C-COR or any of its Subsidiaries with or relating to its employees, in each case with outstanding commitments exceeding $100,000, excluding programs and policies required to be maintained by law; and (v) all plans, programs, agreements and other arrangements of C-COR or any of its Subsidiaries with or relating to its employees that contain change in control provisions.

     SECTION 4.13 — Labor Matters . Except as set forth in Section 4.13 of the C-COR Disclosure Schedule, (i) there are no material controversies pending or, to the knowledge of C-COR, threatened between C-COR or any of its Subsidiaries and any of their respective employees; (ii) neither C-COR nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by C-COR or its Subsidiaries, nor to the knowledge of C-COR, are there any activities or proceedings by any labor union to organize any employees; and (iii) to the knowledge of C-COR, there are not any material strikes, slowdowns, work stoppages, lockouts, or threats thereof, by or with respect to any employees of C-COR or any of its Subsidiaries.

     SECTION 4.14 — Restrictions on Business Activities . Except for this Agreement or as set forth in Section 4.14 of the C-COR Disclosure Schedule, to the knowledge of C-COR, there is no material agreement, judgment, injunction, order or decree binding upon C-COR or any of its Subsidiaries that has or could reasonably be expected to have the effect of prohibiting or impairing any material business practice of C-COR or any of its Subsidiaries, any acquisition of property by C-COR or any of its Subsidiaries or the conduct of business by C-COR or any of its Subsidiaries as currently conducted or as proposed to be conducted by C-COR.

     SECTION 4.15 — Title to Property . Except as set forth in Section 4.15 of the C-COR Disclosure Schedule, C-COR and each of its Subsidiaries have good and defensible title to all of their properties and assets, free and clear of all liens, charges and encumbrances, except (i) liens for Taxes (as defined herein) not yet due and payable, (ii) mechanics’, materialmen’s or similar statutory liens for amounts not yet due or being contested and (iii) such liens or other imperfections of title, if any, as do not materially detract from the value of or interfere with the present use of the property affected thereby; and, to the knowledge of C-COR, all leases pursuant to which C-COR or any of its Subsidiaries lease from others material amounts of real or personal property are valid and effective in accordance with their respective terms, and there is not, to the knowledge of C-COR, under any of such leases, any existing material default or event of default (or event which with notice or lapse of time, or both, would constitute a material default).

     SECTION 4.16 — Customers . Except as set forth in Section 4.16 of the C-COR Disclosure Schedule, C-COR has not received any notice and has no knowledge to the effect that any of C-COR’s ten largest customers for fiscal year 2007 may terminate or materially alter its business relations with C-COR, either as a result of the transactions contemplated by this Agreement or otherwise, except for such alterations that have not had or are not reasonably expected to have a Material Adverse Effect.

     SECTION 4.17 — Supplier Relations . Except as set forth on Section 4.17 of the C-COR Disclosure Schedule, C-COR has not received any notice and has no knowledge to the effect that any of C-COR’s ten largest suppliers for fiscal year 2007 may terminate or materially alter its business relations with C-COR, either as a result of the transactions contemplated by this Agreement or otherwise.

     SECTION 4.18 — Inventory . The inventory (a) is sufficient for the operations of C-COR (as conducted on the date hereof) in the ordinary course consistent with past practice, (b) consists of items which are good and merchantable within normal trade tolerances and (c) is of a quality and quantity presently usable or saleable in the ordinary course of the business of C-COR (subject to applicable reserves).

     SECTION 4.19 — Taxes . For purposes of this Agreement, “ Tax ” or “ Taxes ” shall mean taxes, fees, levies, duties, tariffs, imposts, and governmental impositions or charges of any kind in the nature of (or similar to) taxes, payable to any federal, state, local or foreign taxing authority, including (without limitation) income, franchise, profits, gross receipts, ad valorem, net worth, value added, sales, use, service, real or personal property, special assessments, capital stock, license, payroll, withholding, employment, social security, workers’ compensation, unemployment compensation, utility, severance, production, excise, stamp, occupation, premiums, windfall profits, transfer and gains taxes, together with any interest, penalties, additional taxes and additions to tax imposed with respect thereto, whether disputed or not and including any obligation to indemnify or otherwise assume or succeed to the tax liability of any other person; and “ Tax Returns ” shall mean returns, reports, and information statements with respect to Taxes required to be filed with the IRS or any other taxing authority, domestic or foreign, including, without limitation, consolidated, combined and unitary tax returns.

     (a) Except as set forth in Section 4.19(a) of the C-COR Disclosure Schedule, each of C-COR and its Subsidiaries (together the “ C-COR Entities ”), including for this purpose, their branches, has timely filed (taking into account any extension of time within which to file) with the appropriate Taxing authorities all material income and other Tax Returns in all jurisdictions in which Tax Returns are required to be filed, and such Tax Returns are correct and complete in all material respects. All Taxes of the C-COR Entities (whether or not shown on any Tax Return) that have become due or payable have been fully and timely paid, or proper accruals pursuant to GAAP have been established in the 2007 C-COR Balance Sheet with respect thereto (except for Taxes relating to events subsequent to the date thereof), except to the extent any failure to accrue or reserve would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no material liens for any Taxes (other than a lien for current real property or ad valorem Taxes not yet due and payable) on any of the assets of any of the C-COR Entities.

     (b) Except as set forth in Section 4.19(b) of the C-COR Disclosure Schedule, none of the C-COR Entities has received in writing from any foreign, federal, state, or local taxing authority (including jurisdictions where the C-COR Entities have not filed Tax Returns) any notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any taxing authority against C-COR or any of its Subsidiaries exceeding the amount reserved on the face of, rather than in any notes thereto, the 2007 C-COR Balance Sheet. Section 4.19(b) of the C-COR Disclosure Schedule lists all federal, state, local, and foreign income Tax Returns that currently are the subject of audit. C-COR has delivered to ARRIS correct and complete copies of all federal income Tax Returns filed since October 15, 2002, and all examination reports, and statements of deficiencies assessed against or agreed to by the C-COR Entities. Except as set forth in Section 4.19(b) of the C-COR Disclosure Schedule, none of the C-COR Entities has waived any statute of limitations in respect of any Taxes or agreed to a Tax assessment or deficiency.

     (c) Each C-COR Entity has complied in all material respects with all applicable laws, rules and regulations relating to the withholding of Taxes and the payment thereof to appropriate authorities, including Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee or independent contractor, and Taxes required to be withheld and paid pursuant to Sections 1441 and 1442 of the Code or similar provisions under foreign law.

     (d) Except as set forth in Section 4.19(d) of the C-COR Disclosure Schedule, none of the C-COR Entities is a party to any Tax allocation or sharing agreement, and none of the C-COR Entities has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was C-COR) or has any Tax liability of any person (other than another C-COR Entity that is a member of the consolidated federal income Tax group of which C-COR is the common parent) under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign law, or as a transferee or successor, by contract or otherwise.

     (e) During the five-year period ending on the date hereof, none of the C-COR Entities was a distributing corporation or a controlled corporation in a transaction intended to be governed by Section 355 of the Code.

     (f) Except as set forth in Section 4.19(f) of the C-COR Disclosure Schedule, none of the C-COR Entities has made any payments, is obligated to make any payments, or is a party to any contract that could obligate it to make any payments that could be disallowed as a deduction under Section 280G or 162(m) of the Code.

     (g) None of the C-COR Entities has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

     (h) None of the C-COR Entities has been or will be required to include any adjustment in taxable income for any Tax period (or portion thereof) ending after the Closing Date pursuant to Section 481 of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring prior to the Closing.

     (i) None of the C-COR Entities is or has been a Passive Foreign Investment Company within the meaning of the Code or the Treasury Regulations promulgated thereunder. Schedule 4.19(i) of the C-COR Disclosure Schedule lists each C-COR Entity that is a Controlled Foreign Corporation within the meaning of the Code and the Treasury Regulations promulgated thereunder.

     (j) To the knowledge of C-COR, except as set forth in Section 4.19(j) of the C-COR Disclosure Schedule, the net operating losses of the C-COR Entities are not subject to any limitation on their use under the provisions of Sections 382, 384, or 269 of the Code or any of the provisions of the Treasury Regulations dealing with the utilization of net operating losses other than any such limitations as may arise as a result of the consummation of the transactions contemplated hereby.

     SECTION 4.20 — Environmental Matters . Except as set forth in Section 4.20 of the C-COR Disclosure Schedule, and except in those cases, either individually or in the aggregate, that

are not reasonably expected to have a Material Adverse Effect, C-COR and each of its Subsidiaries (i) are in compliance with all Environmental Laws (as defined below); (ii) have obtained all applicable permits, licenses and other authorizations that are required to be obtained under all applicable federal, foreign, state or local laws or any regulation, code, plan, order, decree, judgment, notice or demand letter issued, entered, promulgated or approved thereunder relating to pollution or protection of the environment, including laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, or Hazardous Materials into ambient air, surface water, ground water, or land or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants or hazardous or toxic materials or wastes (“ Environmental Laws ”) by C-COR or its Subsidiaries; (iii) are in compliance with all terms and conditions of such required permits, licenses and authorizations, and have made all appropriate filings for issuance or renewal of such permits, licenses and authorizations; (iv) as of the date hereof, are not aware of nor have received any notice, claim, demand, report or other information alleging any past or present violations of Environmental Laws, or any liabilities arising under Environmental Laws, against C-COR or any of its Subsidiaries; (v) have not used any waste disposal site or otherwise disposed of, transported, or arranged for the transportation of, any Hazardous Materials to any place or location, or in violation of any Environmental Laws; and (vi) have taken all actions necessary under applicable Environmental Laws to register any products or materials required to be registered by C-COR or its Subsidiaries (or any of their respective agents) thereunder.

     SECTION 4.21 — Intellectual Property .

     (a) Section 4.21(a)-1 of the C-COR Disclosure Schedule sets forth, for the Owned Intellectual Property (as defined below), a correct and complete list of all (i) issued Patents (as defined below) and filed and pending applications for Patents, (ii) registered Trademarks (as defined below) and Trademarks for which registrations have been applied for, (iii) domain name registrations, (iv) mask work registrations and (v) registered Copyrights (as defined below) and Copyrights for which registrations have been applied for, indicating for each of the foregoing (i)-(v), the applicable jurisdiction, registration number (or application number) and date issued (or date filed). C-COR and its Subsidiaries exclusively own, free and clear of all liens, all right, title and interest in the Owned Intellectual Property except as set forth in Section 4.21(a)-2 of the C-COR Disclosure Schedule.

     (b) All Trademarks, Patents and Copyrights listed in Section 4.21(a) of the C-COR Disclosure Schedule (i) are currently in compliance in all material respects with all applicable legal requirements (including, as applicable, application, registration and maintenance requirements, such as the timely post-registration filing of affidavits of use and incontestability and renewal applications with respect to Trademarks, and the payment of filing, examination and annuity and maintenance fees in the United States, (ii) are, to the knowledge of C-COR, valid and enforceable, and (iii) except as set forth in Section 4.21(b)-1 of the C-COR Disclosure Schedule, are not subject to any maintenance fees or actions falling due on or before March 31, 2008. No Trademark listed in Section 4.21(a) of the C-COR Disclosure Schedule currently is involved in any opposition or cancellation proceeding and, to the knowledge of C-COR, no such action has been threatened with respect to any of those Trademarks. As of the date hereof, except as set forth in Section 4.21(b)-2 of the C-COR Disclosure Schedule, no Patent owned by C-COR or any of its Subsidiaries currently is involved in any interference, reissue, re-

examination or opposition proceeding and, to the knowledge of C-COR, no such action has been threatened with respect to any such Patent.

     (c) Section 4.21(c)-1 of the C-COR Disclosure Schedule sets forth a complete and accurate list of any and all contracts or other written agreements (excluding license agreements for off-the-shelf software applications programs having a price of less than $10,000 per copy, seat, CPU or named user) pursuant to which C-COR or any of its Subsidiaries has been granted or otherwise receives from a third party any right to use or distribute any software (as defined below) (other than the Third Party Embedded Software (as defined below) and any Software licensed pursuant to a Limited License (as defined below)). Section 4.21(c)-2 of the C-COR Disclosure Schedule sets forth a complete and accurate list of all third party Software that is contained or embedded in, and necessary for the operation and use of, any commercially available products of C-COR (“ Third Party Embedded Software ” and, together with the contracts and agreements listed in Section 4.21(c)-1 of the C-COR Disclosure Schedule, the “ Third Party Software Licenses ”). C-COR has all of the Third Party Embedded Software rights materially necessary to manufacture, distribute, and sell all Software embedded in C-COR products, provided , that the foregoing shall not be deemed to be a representation that such Third Party Embedded Software rights do not infringe the patent rights of any other person, other than the Third Party Embedded Software developer or provider.

     (d) Except for the Third Party Software Licenses, Section 4.21(d) of the C-COR Disclosure Schedule sets forth a complete and accurate list of any and all contracts or other written arrangements pursuant to which C-COR or any of its Subsidiaries has been granted or otherwise receives any right to use, exercise or practice any right under any Intellectual Property (as defined below) of a third party (the “ Third Party IP Licenses ” and, together with the Third Party Software Licenses, the “ Third Party Licenses ”). To the knowledge of C-COR, C-COR and its Subsidiaries have valid and enforceable rights to use all of the Intellectual Property covered by the Third Party Licenses. No royalties, honoraria or other fees are past due and owing by C-COR or any of its Subsidiaries under the Third Party Licenses. C-COR has all of the Third Party IP Licenses necessary to manufacture, distribute, and sell all C-COR products, provided, that the foregoing shall not be deemed to be a representation that such rights do not infringe the patent rights of any other person, other than the Third Party IP Licenses developer or provider.

     (e) Except as set forth on Section 4.21(e)-1 of the C-COR Disclosure Schedule, the Owned Intellectual Property and the Intellectual Property covered by the Third Party Licenses constitute all of the Intellectual Property used in and, to the knowledge of C-COR, necessary for the operation of C-COR’s business as currently conducted. C-COR and its Subsidiaries have taken all reasonable steps to protect the Owned Intellectual Property, including reasonable steps to prevent and abate any infringement or misappropriation of the Owned Intellectual Property. To the knowledge of C-COR, except as set forth on Section 4.21(e)-2 of the C-COR Disclosure Schedule, no third party has challenged in writing, to C-COR, C-COR’s ownership, use, validity or enforceability of any of the Owned Intellectual Property since C-COR’s acquisition of such Intellectual Property. Neither C-COR nor any of its Subsidiaries has licensed or otherwise authorized any third party to make, have made, sell, copy, distribute, modify, reverse engineer, or prepare derivatives of any Owned Intellectual Property (other than Copyrights in C-COR Software, which is addressed in the last sentence of Section 4.21(h) below), except pursuant to a written agreement (including via electronic means).

     (f) Except as set forth on Section 4.21(f)-1 of the C-COR Disclosure Schedule, the conduct of C-COR’s business as currently conducted with respect to the development of the products, services and platforms set forth on Section 4.21(f)-2 of the C-COR Disclosure Schedule, to the knowledge of C-COR, does not infringe upon any Intellectual Property rights of any third party. Except as set forth on Section 4.21(f)-3 of the C-COR Disclosure Schedule, to the knowledge of C-COR, no third party has notified C-COR or any of C-COR’s Subsidiaries in writing that (i) any of such third party’s Intellectual Property rights are infringed by C-COR or any of its Subsidiaries, or (ii) C-COR or any of its Subsidiaries requires a license to any of such third party’s Intellectual Property rights in order for C-COR or its Subsidiaries, as applicable, to be non-infringing, and neither C-COR nor any of its Subsidiaries has received any written offer to license (or any other form of written notice of) any of such third party’s Intellectual Property rights.

     (g) To the knowledge of C-COR, except as set forth in Section 4.21(g)-1 of the C-COR Disclosure Schedule, no third party is misappropriating, infringing, diluting or violating any Owned Intellectual Property. Except as set forth on Section 4.21(g)-2 of the C-COR Disclosure Schedule, no such claims have been brought or threatened against any third party by or on behalf of C-COR or any of its Subsidiaries.

     (h) Section 4.21(h)-1 of the C-COR Disclosure Schedule contains a complete and accurate list of all Software that is owned by C-COR or any of its Subsidiaries and sold, licensed, leased or otherwise distributed by C-COR or any of its Subsidiaries or authorized resellers to end user customers of C-COR’s or its Subsidiaries’ products or services (the “C-COR Software”). C-COR Software was developed either by (i) employees of C-COR or its Subsidiaries within the scope of their employment who have executed enforceable confidentiality and assignment of inventions agreements, which are with or have been assigned to C-COR or any of its Subsidiaries, or (ii) independent contractors who have assigned their rights to C-COR or one of its Subsidiaries pursuant to enforceable written agreements or (iii) acquired pursuant to an enforceable written agreement or assignment. Neither C-COR nor any of its Subsidiaries have licensed or otherwise authorized any third party to copy, distribute, modify, decompile, or prepare derivatives of any C-COR Software except pursuant to a written license agreement or other written arrangement.

     (i) Except as set forth on Section 4.21(i)-1 of the C-COR Disclosure Schedule, all material Trademarks of C-COR and its Subsidiaries within the Owned Intellectual Property and currently used in the operation of the business of C-COR or any of its Subsidiaries have been in continuous use by C-COR or a Subsidiary of C-COR, as applicable, since the date of their initial use in commerce. Except as set forth on Section 4.21(i)-2 of the C-COR Disclosure Schedule, to the knowledge of C-COR, there has been no prior use of any registered Trademarks owned by C-COR or any of its Subsidiaries or other action taken by any third party that would confer upon such third party superior rights in such Trademarks. C-COR has taken reasonable steps to prevent infringement of the Trademarks referenced in the first sentence of this subsection (i).

     (j) The Copyrights within the Owned Intellectual Property have been solely (i) created by (A) employees of C-COR and its Subsidiaries within the scope of their employment who have executed the confidentiality and assignment of inventions agreement set forth in Section 4.21(h)-2 of the C-COR Disclosure Schedule, or (B) independent contractors who have

assigned their rights in such works to C-COR, either as a “work made for hire” as defined under Section 101 of the United States Copyright Act, or pursuant to enforceable written agreements, or (ii) acquired pursuant to an enforceable written assignment from the original author(s) or subsequent assignees. To the knowledge of C-COR, the works covered by such Copyrights were not copies of, nor derived from, any work for which C-COR or any of its Subsidiaries does not own the Copyrights. To the knowledge of C-COR, no other person has any claim to authorship or ownership of any part of any of the Copyrights within the Owned Intellectual Property.

     (k) The Patents within the Owned Intellectual Property relate solely to inventions (i) created by (A) employees of C-COR and its Subsidiaries within the scope of their employment who have executed the confidentiality and assignment of inventions agreement set forth in Section 4.21(h)-2 of the C-COR Disclosure Schedule, or (B) independent contractors who have assigned their rights to C-COR pursuant to enforceable written agreements, or (ii) acquired pursuant to an enforceable written assignment from the original inventor(s) or subsequent assignees or pursuant to written agreements setting forth an obligation of the original investor to assign their inventions to C-COR. The inventions covered by such Patents were not copies of any invention for which C-COR or any of its Subsidiaries does not own the Patent, and no other person has any claim to inventorship or ownership of any part thereof.

     (l) C-COR and its Subsidiaries have taken reasonable steps to protect their respective rights in material confidential information and trade secrets owned by them or disclosed to them by a third party and used in connection with the conduct of C-COR’s business. Without limiting the foregoing, C-COR and its Subsidiaries have enforced a policy of requiring each employee, consultant and contractor to execute proprietary information, invention assignment and confidentiality agreements, as appropriate, substantially consistent with C-COR’s standard forms (complete and current copies of which have been delivered or made available to ARRIS). Except under valid and binding confidentiality obligations, there has been no material disclosure by C-COR or any of its Subsidiaries to a third party of any confidential information or trade secrets used in connection with the conduct of C-COR’s business.

     (m) C-COR and its Subsidiaries have valid registrations for each of the domain names set forth in Section 4.21(a) of the C-COR Disclosure Schedule. The registration of each such domain name is free and clear of all liens and is in full force and effect. C-COR has paid all fees required to maintain each such registration. Neither C-COR nor any of its Subsidiaries has received written notice of any claim asserted against C-COR or any of its Subsidiaries adverse to its rights to such domain names, and, to the knowledge of C-COR, none of C-COR’s registrations or uses of the domain names has been disturbed or placed “on hold.”

     (n) To the knowledge of C-COR, all C-COR Software is free from any defect or programming or documentation error, including bugs, logic errors or failures of such software to operate in all material respects as described in the related documentation, and substantially conforms to the specifications of such software, other than those defects, errors, bugs or failures that would not have a Material Adverse Effect on C-COR. To the knowledge of C-COR, all Software licensed from any third party is free from any material defect or programming or documentation error, including major bugs, logic errors or failures of such Software to operate in all material respects as described in the related documentation, and substantially conforms to the specifications of such Software. With respect to C-COR Software, the applications can be

compiled from the associated source code in accordance with the means currently employed by C-COR. Except for any components of the source code licensed in from third parties, C-COR has actual and sole possession of the complete source code of C-COR Software. Except as set forth on Section 4.21(n) of the C-COR Disclosure Schedule, other than C-COR’s or any of its Subsidiaries’ delivery of C-COR source code to third party escrow agents or their disclosure of such source code to third parties as part of a software development kit made available by C-COR or any of its Subsidiaries in the ordinary course of business, no event has occurred, and to the knowledge of C-COR no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the disclosure or delivery to any third party of the source code for C-COR Software. C-COR Software (as used or distributed by C-COR or its Subsidiaries) does not contain any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus” (as these terms are commonly used in the computer software industry), or other Software routines or hardware components intentionally designed to permit unauthorized access, to disrupt, disable or erase software, hardware or data, or to perform any other similar type of unauthorized activities.

     (o) Except as set forth in Section 4.21(o) of the C-COR Disclosure Schedule, none of C-COR Software or any Owned Intellectual Property are, in whole or in part, subject to the provision of any open source or other similar type of license agreement or distribution model that (i) requires the distribution or making available of the source code for C-COR Software to the general public, (ii) prohibits or limits C-COR or any of its Subsidiaries from charging a fee or receiving consideration in connection with sublicensing or distributing any C-COR Software, (iii) except as specifically permitted by law, grants any right to any third party (other than C-COR and its Subsidiaries) or otherwise allows any such third party to decompile, disassemble or otherwise reverse-engineer any C-COR Software, or (iv) requires the licensing of any C-COR Software to the general public for the purpose of permitting others to make derivative works of C-COR Software (any such open source or other type of license agreement or distribution model described in clause (i), (ii), (iii) or (iv) above, a “ Limited License ”). By way of clarification, but not limitation, the term “Limited License” includes (A) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL), (B) the Artistic License (e.g., PERL), (C) the Mozilla Public License, (D) the Netscape Public License, (E) the Sun Community Source License (SCSL), and (F) the Sun Industry Standards License (SISL). To the knowledge of C-COR, none of C-COR Software incorporates, or is distributed with, any Software that is subject to a Limited License, nor does any C-COR Software constitute a derivative work of or dynamically link with any such Software.

     (p) Except as set forth on Section 4.21(p) of the C-COR Disclosure Schedule, no government funding, facilities of a university, college, or other educational institution or research center was used in the creation or development of the Owned Intellectual Property or C-COR Software. To the knowledge of C-COR, no current or former employee, consultant or independent contractor who was directly involved in, or who contributed directly to, the creation or development of any Owned Intellectual Property or C-COR Software has performed services for any governmental entity, a university, college, or other educational institution, or a research center, during a period of time during which such employee,