AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                          BROADBAND PARENT CORPORATION
                       (as amended through June 14, 2001)
 
         FIRST: The name of the corporation (hereinafter called the
"corporation") is
 
                          Broadband Parent Corporation
 
         SECOND: The address of the registered office of the corporation in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle; and the name of the registered agent of the corporation in the State
of Delaware is The Corporation Trust Company.
 
         THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which the corporation may be organized under the General
Corporation Law of the State of Delaware.
 
         FOURTH: The total number of shares of stock of all classes which the
corporation shall have authority to issue is three hundred twenty-five million
(325,000,000) consisting of three hundred twenty million (320,000,000) shares of
common stock, par value $.01 per share, and five million (5,000,000) shares of
preferred stock, par value $1.00 per share.
 
         FIFTH: The board of directors of the corporation may, by resolution,
from time to time issue in one or more series any unissued shares of preferred
stock and may fix, or alter in one or more respects from time to time before
issuance of such shares, the number and designation of any series, liquidation
and dividend rights, preference rights, voting rights, redemption rights,
conversion rights, and any other rights and qualifications, limitations or
restrictions of, and the terms of any purchase, retirement, or sinking fund
which may be provided for, such shares of preferred stock.
 
         SIXTH: The corporation is to have perpetual existence.
 
         SEVENTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by the provisions of paragraph
(7) of subsection (b) of Section 102 of the General Corporation Law of the State
of Delaware, as the same may be amended and supplemented.
 
         EIGHTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article EIGHTH.

 

 

 

 



                            CERTIFICATE OF AMENDMENT

                                     TO THE

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                          BROADBAND PARENT CORPORATION

 

--------------------------------------------------------------------------------

 

         Broadband Parent Corporation, a corporation organized and existing

under the laws of the State of Delaware (the "Corporation"), hereby certifies as

follows:

 

         1.       The Corporation has capital stock.

 

         2.       Article FIRST of the Amended and Restated Certificate of

Incorporation of the Corporation shall be amended by deleting the name

"Broadband Parent Corporation" and replacing therefor the name "Arris Group,

Inc.";

 

         3.       Article SECOND of the Amended and Restated Certificate of

Incorporation of the Corporation shall be amended by substituting the following

therefor:

 

                  SECOND: The address of the registered office of the

         corporation in the State of Delaware is 2711 Centerville Road, Suite

         400, in the City of Wilmington, County of New Castle; and the name of

         the registered agent of the corporation in the State of Delaware is

         Corporation Service Company;

 

         4.       The foregoing amendments were duly adopted in accordance with

the provisions of Section 242 of the General Corporation Law of the State of

Delaware.

 

         IN WITNESS WHEREOF, Broadband Parent Corporation has caused this

certificate to be executed in its corporate name this 17th day of July, 2001.

 

                                       BROADBAND PARENT CORPORATION

 

 

                                       /s/ Lawrence A. Margolis

                                       ---------------------------------------

                                       By:      Lawrence A. Margolis

                                       Title:   Vice President and

                                                Chief Financial Officer

 

 

 

 

 

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

ARRIS GROUP, INC. (as amended)

FIRST: The name of the corporation (hereinafter called the “corporation”) is

ARRIS Group, Inc.

SECOND: The address of the registered office of the corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808; and the name of the registered agent of the corporation in the State of Delaware is Corporation Service Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which the corporation may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of stock of all classes which the corporation shall have authority to issue is three hundred twenty-five million (325,000,000) consisting of three hundred twenty million (320,000,000) shares of common stock, par value $.01 per share, and five million (5,000,000) shares of preferred stock, par value $1.00 per share.

FIFTH: The board of directors of the corporation may, by resolution, from time to time issue in one or more series any unissued shares of preferred stock and may fix, or alter in one or more respects from time to time before issuance of such shares, the number and designation of any series, liquidation and dividend rights, preference rights, voting rights, redemption rights, conversion rights, and any other rights and qualifications, limitations or restrictions of, and the terms of any purchase, retirement, or sinking fund which may be provided for, such shares of preferred stock.

SIXTH: The corporation is to have perpetual existence.

SEVENTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

EIGHTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article EIGHTH.

 

[As Filed: 04-16-2013]