XM Radio 2009 Annual Report Download - page 93

Exhibit B
FORM OF RIGHTS CERTIFICATE
Certificate No. R- Rights in respect of Common Stock
NOT EXERCISABLE AFTER AUGUST 1, 2011 OR SUCH EARLIER DATE AS PROVIDED BY THE
RIGHTS AGREEMENT OR IF REDEMPTION, EXCHANGE OR AMENDMENT OCCURS. IF
REDEEMED, EXCHANGED OR AMENDED. THE RIGHTS ARE SUBJECT TO REDEMPTION,
EXCHANGE AND AMENDMENT AT THE OPTION OF THE COMPANY, ON THE TERMS SET FORTH
IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES SPECIFIED IN THE RIGHTS
AGREEMENT, RIGHTS THAT ARE OR WERE BENEFICIALLY OWNED BY AN ACQUIRING PERSON
OR AN AFFILIATE OR AN ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE
DEFINED IN THE RIGHTS AGREEMENT) OR A TRANSFEREE THEREOF SHALL BECOME NULL
AND VOID AND NO LONGER TRANSFERABLE.
RIGHTS CERTIFICATE
SIRIUS XM RADIO INC.
This certifies that , or registered assigns, is the registered owner of the number of Rights set
forth above, each of which entitles the owner thereof, subject to the terms, provisions, and conditions of the
Rights Agreement, (the “Rights Agreement”), by and between Sirius XM Radio Inc., a Delaware corporation
(the “Company”), and The Bank of New York Mellon, a New York banking corporation (the “Rights Agent”),
dated as of April 29, 2009, to purchase from the Company at any time after the Distribution Date (as such
term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York time) on the Expiration Date (as
such term is defined in the Rights Agreement) at the office or offices of the Rights Agent designated for such
purpose, one-millionth of a fully paid nonassessable share of Series C Junior Preferred Stock, par value $0.001
per share (the “Preferred Shares”), of the Company, at a purchase price of $2.00 per one one-millionth of a
Preferred Share (the “Purchase Price”), upon presentation and surrender of this Rights Certificate with the
Form of Election to Purchase and related Certificate duly executed. If this Rights Certificate is exercised in
part, the holder will be entitled to receive upon surrender hereof another Rights Certificate or Rights
Certificates for the number of whole Rights not exercised. The number of Rights evidenced by this Rights
Certificate (and the number of one one-millionths of a Preferred Share which may be purchased upon exercise
thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of the
date of the Rights Agreement, based on the Preferred Shares as constituted at such date. Terms used herein
with initial capital letters and not defined herein are used herein with the meanings ascribed thereto in the
Rights Agreement.
As provided in the Rights Agreement, the Purchase Price and/or the number and/or kind of shares of
Preferred Stock (or other securities, as the case may be) which may be purchased upon the exercise of the
Rights evidenced by this Rights Certificate are subject to adjustment upon the occurrence of certain events.
This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement,
which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof
and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of
rights, obligations, duties and immunities of the Rights Agent, the Company and the holders of the Rights
Certificates, which limitations of rights include the temporary suspension of the exercisability of the Rights
under the circumstances specified in the Rights Agreement. Copies of the Rights Agreement are on file at the
principal executive offices of the Company and can be obtained from the Company without charge upon
written request therefor.
Pursuant to the Rights Agreement, from and after the occurrence of any Person becoming an Acquiring
Person, any Rights that are Beneficially Owned by (i) any Acquiring Person (or any Affiliate or Associate of
any Acquiring Person), (ii) a transferee of any Acquiring Person (or any such Affiliate or Associate) who
becomes a transferee after the occurrence of any Person becoming an Acquiring Person or (iii) a transferee of
any Acquiring Person (or any such Affiliate or Associate) who became a transferee prior to or concurrently
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