Sirius XM Radio (SIRI)

PURCHASE; CLOSING

1.1 Purchase. On the terms and subject to the conditions set forth herein, simultaneously with the earlier of (i) the initial funding under the Phase II Credit Agreement, and (ii) (A) the effectiveness of the XM Facility Amendments (as defined in Section 5.09(v), below) and (B) the delivery by Liberty Media Corporation of a certification that each of the conditions to the initial funding under the Phase II Credit Agreement have been satisfied or waived and that the lender under such agreement is ready, willing and able to fund (the “Closing”), Purchaser will purchase from the Company, and the Company will sell to Purchaser, 12,500,000 shares of Preferred Stock (to be allocated between Series B-1 Preferred Stock and Series B-2 Preferred Stock in accordance with Section 1.2(a)) for an aggregate purchase price of $12,500 (the

“Purchase Price”) and as additional consideration for making the loans to the Company to be made under the Phase II Credit Agreement.

1.2 Closing.

(a) Subject to the satisfaction or waiver of the conditions set forth in Section 1.3, the Closing shall occur simultaneously with the earlier to occur of (i) the initial funding under the Phase II Credit Agreement or (ii) (A) the effectiveness of the XM Facility Amendments and (B) the delivery by Liberty Media Corporation of a certification that each of the conditions to the initial funding under the Phase II Credit Agreement have been satisfied or waived and that the lender under such agreement is ready, willing and able to fund, at the offices of Simpson Thacher & Bartlett LLP located at 425 Lexington Avenue, New York, New York 10017 or such other date or location as agreed by the parties (the “Closing Date”). As soon as practicable and not later than two business days prior to the Closing Date, Purchaser shall provide the Company with written notice (the “Preferred Stock Notice”) of the number of shares of Series B-1 Preferred Stock and Series B-2 Preferred Stock to be issued at the Closing, which number shall, in any event, equal 12,500,000 in the aggregate. In the event, that prior to the Closing, Purchaser has not delivered evidence reasonably satisfactory to the Company of Purchaser’s ability to purchase the number of shares of Series B-1 Preferred Stock set forth in the Preferred Stock Notice without requiring a filing under the HSR Act, the Company shall issue Purchaser at the Closing, in lieu of shares of Series B-1 Preferred Stock, a corresponding number of Series B-2 Preferred Stock. Upon the expiration or early termination of the waiting period under the HSR Act, shares of Series B-2 Preferred Stock will become convertible into shares of Series B-1 Preferred Stock as provided in the Series B-2 Certification of Designations.

(b) Subject to the satisfaction or waiver on the Closing Date of the conditions to the Closing in Section 1.3, at the Closing,

(1) the Company will deliver to Purchaser certificates representing a number of shares of (i) Series B-1 Preferred Stock equal to the number of shares of Series B-1 Preferred Stock set forth in the Preferred Stock Notice and (ii) Series B-2 Preferred Stock equal to the number of shares of Series B-2 Preferred Stock set forth in the Preferred Stock Notice; and

(2) Purchaser will deliver the Purchase Price by wire transfer of immediately available funds to a bank account designated by the Company.

1.3 Closing Conditions.

(a) The obligation of Purchaser, on the one hand, and the Company, on the other hand, to effect the Closing is subject to the satisfaction or waiver by Purchaser and the Company at or prior to the Closing of the following conditions:

(1) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the Closing;

(2) all of the conditions to the obligations of Purchaser under the Phase II Credit Agreement shall have been satisfied or waived; and

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(3) no event or circumstance described in Section 5.15(d) shall have occurred.

(b) The obligation of Purchaser to effect the Closing is also subject to the satisfaction or waiver by Purchaser at or prior to the Closing of the following conditions:

(1) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit or restrict Purchaser or any of its Affiliates from owning, voting or converting the Preferred Stock in accordance with the terms thereof;

(2) the representations and warranties of the Company set forth in Section 2.1 hereof shall (i) have been true and correct when made and (ii) (except with respect to representations and warranties made in Section 2.1 that speak only as of a specified date) (A) in the case of representations and warranties that are qualified as to materiality, be true and correct and (B) in all other cases, be true and correct in all material respects, as of the Closing Date with the same force and effect as though made on and as of the Closing Date;

(3) The Company shall not be in breach in any material respect of its obligations required to be performed by it pursuant to this Agreement at or prior to the Closing; and

(4) Purchaser shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.3(b)(2) and (3) have been satisfied.

(c) The obligation of the Company to effect the Closing is also subject to the satisfaction or waiver by the Company at or prior to the Closing of the following conditions:

(1) Purchaser shall not be in breach in any material respect of its obligations required to be performed by it pursuant to this Agreement at or prior to the Closing;

(2) The representations and warranties of the Purchaser set forth in Section 2.2 hereof shall (i) have been true and correct when made and (ii) (except with respect to representations and warranties made in Section 2.2 that speak only as of a specified date) (A) in the case of representations and warranties that are qualified as to materiality, be true and correct and (B) in all other cases, be true and correct in all material respects, as of the Closing Date with the same force and effect as though made on and as of the Closing Date; and

(3) the Company shall have received a certificate signed on behalf of Purchaser by a senior executive officer certifying to the effect that the condition set forth in Section 1.3(c)(1) and (2) has been satisfied.

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