XM Radio 2009 Annual Report Download - page 103

Appendix B
FORM OF CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
SIRIUS XM RADIO INC.
The undersigned officer of Sirius XM Radio Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY
CERTIFY as follows:
FIRST: The name of the Corporation is Sirius XM Radio Inc.
SECOND: The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended
by changing Section (1) of the Article numbered “Fourth” so that, as amended, said Section of said Article
shall be and read as follows:
“Fourth: The total number of shares of all classes of stock which the Corporation shall have authority to
issue is [4,550,000,000][1,350,000,000][750,000,000]
1
shares, consisting of (1) 50,000,000 shares of preferred
stock, par value $0.001 per share (“Preferred Stock”), and (2) [4,500,000,000] [1,300,000,000]
[700,000,000]
2
shares of common stock, par value $0.001 per share (“Common Stock”).
Upon the effectiveness of the amendment to the Restated Certificate of Incorporation adding this
paragraph thereto, (the “Effective Time”), the shares of Common Stock issued and outstanding immediately
prior to the Effective Time (the “Old Common Stock”) are reclassified into a smaller number of shares such
that each two to twenty-five shares of issued Common Stock immediately prior to the Effective Time are
reclassified as and combined into one share of Common Stock (the “New Common Stock”), the exact ratio
within the two to twenty-five range to be determined by the board of directors of the Corporation prior to the
Effective Time and publicly announced by the Corporation (such combination and conversion, the “Reverse
Stock Split”).
Notwithstanding the immediately preceding sentence, no fractional shares of New Common Stock shall
be issued to the holders of record of Old Common Stock in connection with the foregoing reclassification of
shares of Old Common Stock and the Corporation shall not recognize on its stock record books any purported
transfer of any fractional share of New Common Stock. In lieu thereof, the aggregate of all fractional shares
otherwise issuable to the holders of record of Old Common Stock shall be issued to BNY Mellon, the transfer
agent, as agent for the accounts of all holders of record of Old Common Stock and otherwise entitled to have
B-1
1
The total number of shares of all classes of stock authorized will be: 4,550,000,000 if the reverse stock
split ratio determined by the board of directors is between one-for-two and one-for-nine; 1,350,000,000 if the
reverse stock split ratio determined by the board of directors is between one-for-ten and one-for-nineteen; and
750,000,000 if the reverse stock split ratio determined by the board of directors is between one-for-twenty and
one-for-twenty-five.
2
The total number of shares of Common Stock authorized will be: 4,500,000,000 if the reverse stock split
ratio determined by the board of directors is between one-for-two and one-for-nine; 1,300,000,000 if the
reverse stock split ratio determined by the board of directors is between one-for-ten and one-for-nineteen; and
700,000,000 if the reverse stock split ratio determined by the board of directors is between one-for-twenty and
one-for-twenty-five.