Arris C3 CTMS

General Terms and Conditions for the Purchase of Surplus assets of STMicroelectronics
ASSET PURCHASE TERMS ANDCONDITIONS
APPENDIX B – to the Asset Purchase Agreement
TABLE OF CONTENTS
1. DEFINITIONS..................................................................................................1
2. SCOPE & SALES AND PURCHASE ..............................................................2
3. CONSIDERATION...........................................................................................2
4. COMPLETION.................................................................................................3
5. REMOVAL OF ASSETS..................................................................................3
6. NO WARRANTIES ..........................................................................................4
7. INDEMNIFICATION.........................................................................................5
8. LIMITATION OF LIABILITIES..........................................................................5
9. NO PARTNERSHIP.........................................................................................5
10. INVALIDITY .....................................................................................................6
11. ENTIRE AGREEMENT....................................................................................6
12. ASSIGNMENT.................................................................................................6
13. CHOICE OF GOVERNING LAW AND ARBITRATION...................................6
14. GENERAL .......................................................................................................7
IT IS NOW AGREED AS FOLLOWS:
1. DEFINITIONS
The following terms shall have the meanings hereby assigned to them unless the context would
obviously require otherwise:
1.1 “Affiliates” means any legal entity that directly or indirectly, now or hereafter controls, is controlled
by, or is under common control with any of the Parties, provided that: (i) such entity shall be
considered an Affiliate only for the time during which such control exists and (ii) for purposes of this
definition “control” shall mean ownership or control, either directly or indirectly, of more than fifty (50)
% of the equity of such entity or the ability to elect a majority of the board of directors or a similar governing
body.
1.2 “Agent” means Maynards Europe GmbH, and/or such other third party that Maynards Europe GmbH
informs the Buyer have been appointed by Maynards. For clarity, Maynards Europe GmbH has
GES Associates, LLC to work as their project partners for the purpose of sale of Assets under this
Agreement on behalf of and in the name of Seller.
1.3 “Agreement” shall mean the Asset Purchase Agreement, including this Appendix A (Asset

APPENDIX B) Asset Purchase Terms and Conditions
Page 2 of 7
Purchase Terms and Conditions) and any other appendices thereto.
1.4 “Assets” shall have the meaning as defined in the signed portion of this Agreement.
1.5 “Buyer” shall mean the buyer of the Assets defined in the signed portion of this Agreement.
1.6 “Buyer’s Premium” shall have the meaning defined in the signed portion of this Agreement.
1.7 “Delivery Place” shall have the meaning defined in the signed portion of thisAgreement.
1.8 “Force Majeure” shall mean circumstances which prevents or delays the performance of a Party’s
obligations by any cause beyond the affected Party's reasonable control which, without in any way
limiting the generality of the foregoing, shall include the following events: flood, hurricane, tornado,
earth quake, fire, or other similar catastrophe; riots, wars, restraint of rulers or people, act of terrorism;
strike, blockade or embargo or similar general labour disputes; shortage of suitable parts, or materials;
embargo or requisition or similar acts of government; or epidemic or quarantine restrictions;
1.9 “Latest Removal Date” shall have the meaning defined in the signed portion of this Agreement.
1.10 “Payment Date” shall have the meaning defined in the signed portion of this Agreement.
1.11 “Purchase Price” shall have the meaning defined in the signed portion of thisAgreement.
1.12 “Seller” shall mean the STMicroelectronics company defined in the signed portion of this Agreement
that is the seller of the Assets.
Other capitalized expressions used in this Agreement shall have the meanings respectively assigned
to them elsewhere in this Agreement. Words indicating the singular only also include the plural and
vice-versa, where the context so requires.
The headings of the Articles are for convenience only and shall not affect their interpretation.
2. SCOPE, SALES AND PURCHASE
2.1 This Agreement contains the terms and conditions under which a Buyer may purchase and/or is
purchasing certain assets from the Seller. The Seller agrees to sell and the Buyer agrees to purchase
the Assets, free from all charges, security interests, encumbrances, mortgages or third party interests
and otherwise on the terms and conditions set out in this Agreement.
2.2 Nothing in Section 2.1 above shall be construed as constituting any form of representation, warranty,
undertaking or covenant that the use by the Buyer of the Assets does not or will not infringe the
intellectual property rights of any third party.
2.3 By submitting an offer to purchase or by accepting an offer to sell made by Seller, the B u y e r
represents, warrants and undertakes that it has the authority and capacity to make and/or to accept
such an offer and to purchase the Assets and that any offer and/or acceptance that it makes constitutes
an irrevocable offer to buy the Assets for the full offer amount upon these terms and conditions (and
such additional terms and conditions (if any) as may be imposed by the Seller.
2.4 The Agent has been separately appointed to sell the Assets on behalf of and in the name of Seller on
the terms and conditions stated in this Agreement. For avoidance of any doubt, any rights and/or
obligations of Seller set out in this Agreement may be carried out by the Agent on behalf of and in the
name of the Seller.
2.5 The Parties agree that the Agent may independently and its own name enforce and rely upon the
obligations set forth in Article 3 by B u y e r under this Agreement to the same extent as if the
relevant Agent was a Party hereto.

APPENDIX B) Asset Purchase Terms and Conditions
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3. CONSIDERATION
3.1 The Purchase Price and the Buyer’s Premium is based on Ex-Works INCOTERMS 2010 and is
exclusive of any value added tax, stamp or transfer taxes and similar taxes, fees or charges. Any
costs for such value added tax, customs duties, stamp or transfer taxes and similar taxes, fees or
charges eventually payable in the country where the Assets are shipped and/or the country of
destination of the Assets in connection with the sale of said Assets shall be carried and paid by Buyer,
except for taxes based upon Seller’s and/or Agent’s income which shall be payable by Seller and/or
Agent as applicable. The cost of decommissioning, crating, packaging, loading and removal etc.
of the Assets shall be carried by Buyer and is not included in the sale price of the Assets. As a
matter of example and without limiting the aforesaid; when Assets are residing in Seller’s manufacturing
facilities, Buyer is responsible for costs related to de-facilitation or depowering, dismantling or deinstalling, securing Assets internals, rigging or internal transport, and packaging or crating and loading.
3.2 The Purchase Price of the Assets and the Buyer’s Premium shall be payable by Buyer in USD and/or
Euro, by wire transfer to the bank account communicated by Seller or by Agent, but on behalf of Seller,
against remittance by, or on behalf of Seller, to Buyer of the relevant invoice issued by Seller or by
Agent.
3.3 The payment of the Purchase Price and the Buyer’s Premium shall be made before or at the Payment
Date. Failure to make payment of the Purchase Price and the Buyer’s Premium on or before Payment
Date shall a) permit Seller to immediately resell the Assets to another buyer, and b) immediately oblige
Buyer to pay a liquidated damage of fifty percent (50%) of the full Purchase Price and the Buyer’s
Premium, plus a daily interest rate that equal to the maximum allowed by the applicable laws, until the
liquidated damage amount is paid in full.
4. COMPLETION
4.1 Completion of the sale and purchase of the Assets shall take place following the Payment Date and at
the Delivery Place.
4.2 At the latest on Payment Date the Buyer shall pay to the Seller the Purchase Price and the
Buyer’s Premium in satisfaction of the invoice(s), following the payment instructions provided by or on
behalf of Seller to Buyer. In any case, the title of the Assets shall be retained by Seller until full payment
by Buyer of the Purchase Price and the Buyer´s Premium. For the avoidance of doubt, until full
payment has been received the Buyer may not perform any work on, or directly in association to any
of the purchased Assets.
4.3 On or following the Payment Date and provided the full Purchase Price and the Buyer’s Premium has
been duly received, the Seller shall:
(A) On reasonable notice and as agreed with the Buyer, make the Assets available to Buyer, or
such appointed third party that shall collect the Assets on behalf of the Buyer at the latest
on the Latest Removal Date; and
(B) upon Buyer’s request deliver to the Buyer a Bill of Sale

APPENDIX B) Asset Purchase Terms and Conditions
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5. REMOVAL OF ASSETS
5.1 Buyer shall, or shall appoint a third party, to collect the Assets during normal business hours at the
Delivery Place no earlier than on Payment Date and no later than at Latest Removal Date. For
collection, the Buyer shall use the relevant third party listed in Schedule 1 to the signed portion of this
Agreement. No other party shall be admitted for decommissioning or collection unless previously agreed
to by Seller in writing. Carriage of the Assets shall be at B u y e r 's own risk and expenses. Where
so requested by the Seller, the Buyer will provide method statements and/or risk assessments for the
removal of the assets to the satisfaction of the Seller and/or its appointed representative(s).
5.2 If, in Seller’s opinion, removal of any asset or part thereof will be likely to cause serious damage to the
Seller's premises, or any other damage which the Buyer is either unable or unwilling to rectify or is being
undertaken without an approved “method statement” and/or “risk assessment”, the Seller may by notice
to the B u y e r rescind the sale of such Asset or permit the removal thereof from the premises to
proceed subject to such conditions as it may think fit to impose. The Seller shall have no responsibility
to disconnect utilities to the sold Asset, including electric, gas, waste and water lines.
5.3 Title to the Assets shall at all times remain with Seller until the Purchase Price and Buyer’s Premium
has been received in full. Upon payment of the Purchase Price and Buyer’s Premium, the title of
the Assets shall pass from Seller to Buyer and Buyer shall bear all risk of loss and/or damage
which may occur to the Assets as from the Payment Date and until the Assets are finally removed from
Seller’s premises.
5.4 Without prejudice to any claims that the Agent and/or the Seller may have against the Buyer for breach
of t h i s A g r e e m e n t or otherwise the B u y e r will become liable from the Payment Date for
all storage, security and administration expenses and the cost of and incidental to re-selling and/or
otherwise disposing of un-cleared items. If the B u y e r fails to collect the Assets by the Latest
Removal Date, then, except where such failure or delay is caused by a Force Majeure Event or the
Seller’s failure to comply with its obligations under the Agreement, the Seller may resell or otherwise
dispose of part or all of the Assets, and any monies paid shall beforfeited.
5.5 It is expressly brought to the Buyer's attention that, at the time of sale, any Asset for sale in this sale:
(A) may not necessarily comply with the UK Health and Safety at Work Etc. Act 1974, Environmental
Protection Act 1990 or any other UK and/or EC Acts, Regulations, Directives or their applicable
laws or equivalent or similar laws in any relevant jurisdiction; and/or
(B) could contain blue or white asbestos, hazardous substances, dangerous chemicals etc. which if not
handled correctly during their removal from a site could be in breach of the UK Health & Safety at
Work Etc. Act 1974, Control of Substances Hazardous to Health Regulations 2002 or any other
current legislations covering the use of such substances in a working environment in the UK, the EC,
the United States or any other relevant jurisdiction. The Seller has no duty to remove any hazardous
substances that are contained in or are a part of any Asset.
5.6 The Buyer undertakes to:
(A) remove, ship and use any purchased Asset within any relevant jurisdiction in a way that does not
contravene any relevant legislation and in full compliance with all applicable health and safety
standards and regulations; and
(B) comply with all current applicable legislations in any relevant jurisdiction and reasonable
instructions which may be given by the Seller in relation to the removal/disposal of waste including
hazardous waste.
5.7 The Buyer agrees to comply with all applicable export control and related laws and regulation and not to
violate any applicable local, state, national or international law, statute, ordinance, rule or regulation.

APPENDIX B) Asset Purchase Terms and Conditions
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B u y e r acknowledges that Seller is not the exporter of any purchased A sset unless expressly
stated. The Seller does not make any representation or warranty concerning, and has conducted no
investigation to ascertain which o f t h e A ssets, if any, constitute, for example, “Restricted
Technology” for US law purposes or whose export is otherwise restricted under applicable law. The
Seller reserves the right to cancel or rescind any sale at any time in the event it determines, in its
absolute discretion that the sale does or may violate applicable export or import control or related laws
and regulations.
6. NO WARRANTIES
6.1 The Assets sold under this Agreement are sold as used or surplus material and are sold “as is –
where is” with all defects and/or faults and without recourse. Buyer hereby acknowledges and agrees
that Seller makes no express or implied warranties or representations to Buyer whatsoever
regarding the Assets, including, but not limited to, the condition, merchantability or fitness for a
particular purpose of the Assets and or non-infringement of any third party rights caused by the Assets.
The Buyer has conducted all necessary investigations of the Assets and accepts the nature of the
Assets.
Based on the value of the purchase price and the provisions above, the Buyer hereby acknowledges
and accepts that Seller and the Agent, with binding effect for the Parties, shall be released from any
and all liability in relation to defects or deficiencies, lack of performance and/or non-conformities in the
Assets and or any infringement of third party rights caused by the Assets, irrespective of whether such
defects, deficiencies, non-conformities, lack of performance or infringement are hidden or not, and that,
any rights and remedies that the B u y e r may have, at law or otherwise (including pursuant to any
applicable Sales of Goods Act or any foreign equivalent thereof) relating to such defects, deficiencies,
non- conformities, lack of performance or infringement shall to maximum extent permitted by applicable
law be disclaimed.
6.2 Seller is not the manufacturer of the Assets. Buyer acknowledges that this is a sale of hardware items
only and does not include or convey by implication or otherwise, a sale or license of any patent,
trademark, copyright, trade secret or license to any software in any form, regardless of whether such
software has been packaged with, integrated into or otherwise included in the Assets. Therefore,
Buyer agrees to be solely responsible for obtaining from third parties the licenses on their
intellectual property rights which might be necessary for the use of the Assets.
7. INDEMNIFICATION
7.1 Buyer accepts full and complete responsibility for the future use and operation of the Assets and shall
indemnify and hold harmless Seller against third party claims or damage that result of any such future
distribution, marketing, sale or any other use of the Assets.
7.2 Buyer shall be liable for any loss or damage to Seller’s property, or injury or death of Seller’s
personnel and/or third person caused by its employees, agents, representatives or subcontractors
during the operations of disassembly, crating, packing, removing and/or shipping the Assets and shall
indemnify and hold Seller harmless from any claim arising out of or connected with such damage.

APPENDIX B) Asset Purchase Terms and Conditions
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8. LIMITATION OF LIABILITIES
8.1 IN NO EVENT SHALL SELLER OR THE AGENT BE LIABLE TO B U Y E R OR ANY THIRD PARTY
FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES
(INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF DATA,
WORK STOPPAGE, FAILURE), WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL
THEORY, RELATING TO OR IN CONNECTION WITH THE ASSETS OR THIS AGREEMENT, EVEN
IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2 NOTWITHSTANDING THE FOREGOING, TO THE EXTENT THAT SELLER MAY BE HELD LEGALLY
LIABLE TO BUYER BY A COURT OF COMPETENT JURISDICTION UNDER CONTRACT, TORT, OR
ANY OTHER LEGAL THEORY, THE MAXIMUM LIABILITY OF SELLER SHALL NOT EXCEED AS
AN AGGREGATE THE TOTAL PRICE ALLOCABLE TO THE ASSETS WHICH GAVE RISE TO THE
CLAIMS.
8.3 NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT A PARTY’S CONTRACTUAL LIABILITY
FOR UNLAWFUL INTENT OR GROSS NEGLIGENCE, OR ANY OTHER LIABILITY WHICH IT IS NOT
PERMITTED TO EXCLUDE OR LIMIT AS A MATTER OF LAW.
9. NO PARTNERSHIP
Nothing in this Agreement and no action taken by the Parties under this Agreement shall constitute a
partnership, association or other cooperative entity between the Parties in connection with the subject
matter of the Agreement.
10. INVALIDITY
10.1 If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any
respect under the law of any jurisdiction that shall not affect or impair:
(A) the legality, validity or enforceability in that jurisdiction of any other provision of this
Agreement; or
(B) the legality, validity or enforceability under the law of any other jurisdiction of that or any other
provision of this Agreement.
10.2 The Parties shall negotiate in good faith a substitute, valid, enforceable provision, which most nearly
effects the Parties intent in entering into this Agreement.
11. ENTIRE AGREEMENT
11.1 No terms or conditions contained in any purchase order or other form originated by Buyer shall apply
and Seller expressly rejects any such terms.
11.2 This Agreement sets out the entire agreement and understanding between the Parties in connection
with the sale and purchase of the Assets and may only be varied in writing duly signed by each of the
Parties.

APPENDIX B) Asset Purchase Terms and Conditions
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12. ASSIGNMENT
The rights or benefits of or under this Agreement may not be assigned by the Buyer or the Seller without
the prior written consent of the other Party.
13. CHOICE OF GOVERNING LAW AND ARBITRATION
13.1 This Agreement is to be governed by and construed in accordance with the laws of the country where Seller
is incorporated, without regard to its conflict of law rules. The Parties expressly agree that the provisions
of the United Nations Convention on Contracts for the International Sale of Goods (CISG) will not apply to
this Agreement.
13.2 Any and all disputes, differences or questions arising out of or in connection with this Agreement shall be
finally settled under the Rules of Arbitration of the International Chamber of Commerce. The arbitral
proceedings shall be conducted in the English language and shall take place a t P a r i s ( F r a n c e ) .
All awards are binding upon the Parties and may if necessary be enforced by any court having
jurisdiction in the same manner as a judgment in such court.
13.3 Nothing in this Agreement shall be construed or interpreted as a limitation on either Party's right for
seeking any interim or final injunctive or other equitable relief by a court of competent jurisdiction.
13.4 The Parties undertake and agree that all arbitral proceedings conducted under this Agreement shall be
kept strictly confidential, and all information, documentation, materials in whatever form disclosed in the
course of such arbitral proceeding shall be used solely for the purpose of those proceedings,
14. GENERAL
14.1 This Agreement shall remain in full force and effect as to any stipulations, obligations and conditions which
shall not have been performed and which remain to be performed notwithstanding Payment Date.
14.2 Waiver
A waiver of a breach or default under this Agreement shall not be a waiver of any subsequent default.
Failure of Seller to enforce compliance with any term or condition hereof shall not constitute a waiver of
such term or condition.
14.3 No licenses
No license under any intellectual property right of Seller is granted herein.
Starnberg, 22nd May, 2017