XM Radio 2009 Annual Report Download - page 66

SECTION 4Form of Rights Certificates
The Rights Certificates (and the form of election to purchase and the form of assignment to be printed on
the reverse thereof) shall each be substantially in the form attached hereto as Exhibit B with such changes and
marks of identification or designation, and such legends, summaries or endorsements printed thereon as the
Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights
Agent) and as are not inconsistent with the provisions of this Agreement, 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 Rights may from time to time be listed or
quoted, or to conform to usage. Subject to the provisions of Section 22 hereof, the Rights Certificates,
whenever distributed shall entitle the holders thereof to purchase such number of one-millionths of a share of
Preferred Stock as is set forth therein at the Purchase Price; provided, however, that the Purchase Price, the
number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall
be subject to adjustments as provided in this Agreement.
SECTION 5Countersignature and Registration
(a) The Rights Certificates shall be executed on behalf of the Company by any Authorized Officer, either
manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof
which shall be attested by any Authorized Officer, either manually or by facsimile signature. The Rights
Certificates shall be countersigned, either manually or by facsimile signature by the Rights Agent, and shall
not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have
signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by
the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be
countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as
though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and
any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the
execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate,
although at the date of the execution of this Agreement any such person was not such an officer.
(b) Following the Distribution Date, upon receipt by the Rights Agent of written notice of the occurrence
of the Distribution Date pursuant to Section 3(e) hereof, a stockholder list and all other relevant information
referred to in Section 3(e) or as reasonably requested by the Rights Agent, the Rights Agent shall keep or cause
to be kept, at its office or offices designated for such purposes and at such other offices 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 any transaction reporting system on which the rights may from time to time
be listed or quoted, books for registration and transfer of the Rights Certificates issued hereunder. Such books
shall show the names and addresses of the respective holders of the Rights Certificates, the number of Rights
evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.
SECTION 6Transfer, Split-Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed,
Lost or Stolen Rights Certificates
(a) Subject to the provisions of Section 7(d), Section 14 and Section 16 hereof, at any time after the
Close of Business on the Distribution Date, and prior to the Expiration Date, any Rights Certificate(s) (other
than Rights Certificates representing Rights that have become null and void pursuant to Section 11(a)(ii)
hereof or that have been exchanged pursuant to Section 24 hereof) representing exercisable Rights may be
transferred, split up, combined or exchanged for another Rights Certificate(s), entitling the registered holder to
purchase a like number of one-millionth of a share of Preferred Stock (or other securities, as the case may be)
as the Rights Certificate(s) surrendered then entitled such holder (or former holder in the case of a transfer) to
purchase. Any registered holder desiring to transfer, split up, combine or exchange any such Rights
Certificate(s) must make such request in writing delivered to the Rights Agent, and must surrender the Rights
Certificate(s) to be transferred, split up, combined or exchanged, with the forms of assignment and certificate
contained therein duly executed, at the office or offices of the Rights Agent designated for such purpose. The
Rights Certificates are transferable only on the registry books of the Rights Agent. Neither the Rights Agent
nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such
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