XM Radio 2009 Annual Report Download - page 65

the following form or such similar legend as the Company may deem appropriate and is not inconsistent with
the provisions of this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent,
or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto
or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of
Common Stock may from time to time be listed or quoted:
This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the
Rights Agreement between Sirius XM Radio Inc. and The Bank of New York Mellon, dated as of
April 29, 2009 and as amended from time to time (the “Rights Agreement”), the terms of which are
hereby incorporated herein by reference and a copy of which is on file at the principal executive offices
of Sirius XM Radio Inc. The Rights are not exercisable prior to the occurrence of certain events specified
in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights
may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate
certificates and no longer be evidenced by this certificate. Sirius XM Radio Inc. shall mail to the holder
of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge
promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights
Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or
Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null
and void.
(d) Any Rights Certificate issued pursuant to this Section 3 or Section 22 hereof that represents Rights
beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate
issued or issuable at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates
or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate
issued pursuant to Section 6, 11 or 22(a) hereof upon transfer, exchange, replacement or adjustment of any
other Rights Certificate referred to in this sentence shall be subject to and contain a legend in substantially the
following form or such similar legend as the Company may deem appropriate and is not inconsistent with the
provisions of this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent, or
as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or
with any rule or regulation of any stock exchange on which the Rights may from time to time be listed:
The Rights represented by this Rights Certificate are or were beneficially owned by a Person who
was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are
defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become
null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement.
(e) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the
Rights Agent shall countersign and the Company shall send or cause to be sent (and the Rights Agent will, if
requested, and if provided with all necessary information, send), by first class, insured, postage prepaid mail,
to each record holder of shares of Common Stock, as of the Close of Business on the Distribution Date (other
than an Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder
shown on the records of the Company or the transfer agent or registrar of the Common Stock, a Rights
Certificate representing one Right for each share of Common Stock so held, subject to adjustment as provided
herein. As of and after the Distribution Date, the Rights shall be represented solely by such Rights Certificates.
The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date
and, if such notification is given orally, the Company shall confirm same in writing on or prior to the next
Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively
that the Distribution Date has not occurred.
(f) In the event that the Company purchases or otherwise acquires any shares after the Record Date but
prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed
canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the
shares of Common Stock so purchased or acquired.
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