XM Radio 2009 Annual Report Download - page 88

Exhibit A
CERTIFICATE OF DESIGNATION
OF
SERIES C JUNIOR PREFERRED STOCK
OF
SIRIUS XM RADIO INC.
(Pursuant to Section 151 of the General Corporation Law of the State of Delaware)
Sirius XM Radio Inc. (hereinafter called the “Company”), a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:
1. The name of the Company is Sirius XM Radio Inc.
2. The certificate of incorporation, as amended (the “Certificate of Incorporation”) of the
Company authorizes the issuance of 50,000,000 shares of Preferred Stock, $0.001 par value (the
“Preferred Stock”), and expressly vests in the Board of Directors of the Company (the “Board”) the
authority provided therein to provide for the issuance of said shares in series and by filing a certificate
pursuant to the applicable law of the State of Delaware, to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers, preferences and rights of the
shares of each such series and the qualifications, limitations, or restrictions thereof.
3. The Board, pursuant to the authority expressly vested in it as aforesaid, on April 28, 2009 adopted
the following resolutions creating a “Series C Junior” series of Preferred Stock:
RESOLVED, that a series of the class of authorized Preferred Stock of the Company be and hereby is
created, and that the designation and amount thereof and the voting powers, preferences and relative,
participating, optional and other special rights of the shares of such series, and the qualifications, limitations
or restrictions thereof are as follows:
SERIES C JUNIOR PREFERRED STOCK
SECTION 1Designation and Amount. The shares of such series will be designated as Series C Junior
Preferred Stock (the “Series C Preferred”) and the number of shares constituting the Series C Preferred is
9,000. Such number of shares may be increased or decreased by resolution of the Board; provided, however,
that no decrease will reduce the number of shares of Series C Preferred to a number less than the number of
shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding
options, rights or warrants or upon the conversion of any outstanding securities issued by the Company and
convertible into Series C Preferred.
SECTION 2Dividends and Distributions. (a) Subject to the rights of the holders of any shares of any
series of Preferred Stock ranking prior to the Series C Preferred with respect to dividends, the holders of
shares of Series C Preferred, in preference to the holders of Common Stock, par value $0.001 per share
(collectively, the “Common Stock”), of the Company, and of any other junior stock, will be entitled to
receive, when, as and if declared by the Board out of funds legally available for the purpose, dividends
payable in cash (except as otherwise provided below) on such dates as are from time to time established for
the payment of dividends on the Common Stock (each such date being referred to herein as a “Dividend
Payment Date”), commencing on the first Dividend Payment Date after the first issuance of a share or
fraction of a share of Series C Preferred (the “First Dividend Payment Date”), in an amount per share
(rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, the greater
of (i) $1 and (ii) one million (1,000,000) times the aggregate per share amount of all cash dividends, and one
million (1,000,000) times the aggregate per share amount (payable in kind) of all non-cash dividends, other
than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding
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