Sirius XM Radio (SIRI)

RECITALS:

Simultaneously with the execution of this Agreement, (i) the Company and Liberty Media Corporation have entered into the $280,000,000 Senior Secured Term Loan Credit Agreement (the “Phase I Credit Agreement”) and (ii) XM Satellite Radio Inc. (“XM Opco”) and Liberty Media Corporation have entered into the $150,000,000 Senior Secured Term Loan Credit Agreement (the “Phase II Credit Agreement”, and, together with the Phase I Credit Agreement, the “Credit Agreements”).

The Company intends to sell to Purchaser, and Purchaser intends to purchase from the Company, as an investment in the Company (i) shares of a series of convertible preferred stock, par value $0.001 per share, of the Company (the “Series B-1 Preferred Stock”) having the terms set forth in a certificate of designations for the Series B-1 Preferred Stock in the form attached as Exhibit A (the “Series B-1 Preferred Stock Certificate of Designations”) made a part of the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) by the filing of the Series B-1 Preferred Stock Certificate of Designations with the Secretary of State of the State of Delaware (the “Delaware Secretary”) and (ii) shares of a series of convertible preferred stock, par value $0.001 per share, of the Company (the “Series B-2 Preferred Stock”; and, together with the Series B-1 Preferred Stock, the “Preferred Stock”) having the terms set forth in a certificate of designations for the Series B-2 Preferred Stock in the form attached as Exhibit B (the “Series B-2 Preferred Stock Certificate of Designations”; and, together with the Series B-1 Preferred Stock Certificate of Designations, the “Preferred Stock Certificates of Designations”) made a part of the Certificate of Incorporation by the filing of the Series B-2 Preferred Stock Certificate of Designations with the Delaware Secretary.

RECITALS:

Simultaneously with the
execution of this Agreement, (i) the Company and Liberty Media Corporation have entered into the $280,000,000 Senior Secured Term Loan Credit Agreement (the “Phase I Credit Agreement”) and (ii) XM Satellite Radio Inc.
(“XM Opco”) and Liberty Media Corporation have entered into the $150,000,000 Senior Secured Term Loan Credit Agreement (the “Phase II Credit Agreement”, and, together with the Phase I Credit Agreement, the
“Credit Agreements”).

The Company intends to sell to Purchaser, and Purchaser intends to purchase from the Company, as an
investment in the Company (i) shares of a series of convertible preferred stock, par value $0.001 per share, of the Company (the “Series B-1 Preferred Stock”) having the terms set forth in a certificate of designations for the
Series B-1 Preferred Stock in the form attached as Exhibit A (the “Series B-1 Preferred Stock Certificate of Designations”) made a part of the Company’s Amended and Restated Certificate of Incorporation (the
“Certificate of Incorporation”) by the filing of the Series B-1 Preferred Stock Certificate of Designations with the Secretary of State of the State of Delaware (the “Delaware Secretary”) and (ii) shares of a
series of convertible preferred stock, par value $0.001 per share, of the Company (the “Series B-2 Preferred Stock”; and, together with the Series B-1 Preferred Stock, the “Preferred Stock”) having the terms set
forth in a certificate of designations for the Series B-2 Preferred Stock in the form attached as Exhibit B (the “Series B-2 Preferred Stock Certificate of Designations”; and, together with the Series B-1 Preferred Stock
Certificate of Designations, the “Preferred Stock Certificates of Designations”) made a part of the Certificate of Incorporation by the filing of the Series B-2 Preferred Stock Certificate of Designations with the Delaware
Secretary.

RECITALS

WHEREAS, XM, Holdings, the Owner Participant, the Owner Trustee, the Indenture Trustee and Noteholders are parties to the Participation Agreement dated February 13, 2007 (the “Participation Agreement”), and in connection with the transactions provided for in the Participation Agreement, XM, Holdings, the Owner Participant and the Owner Trustee, among other parties, entered into the other agreements set forth on Annex 1 attached hereto (the “XM-4 Transaction Agreements”);

WHEREAS, pursuant to Section 11.07 of the Participation Agreement, XM made an offer to purchase for cash the Buyer’s Transponders upon the terms and subject to the conditions set forth in an offer made as of August 7, 2008 (the “Offer”), and the Owner Trustee accepted the Offer on behalf of the Owner Participant and the Indenture Trustee, who acted at the direction of the Majority Interest of Noteholders;

WHEREAS, concurrently with the execution and delivery of this Agreement, the parties hereto are closing the purchase of Buyer’s Transponders by XM and XM is paying the purchase price to the Owner Trustee, and the parties wish to effect the conveyance of Buyer’s Transponders to XM, the termination of the XM-4 Transaction Agreements that can be terminated by the parties hereto and, in the case of the XM-4 Transaction Agreements that cannot be terminated by the sole action of the parties hereto, the release of all rights of the parties hereto under such agreements that would have terminated in connection with a termination of such Agreements; and

WHEREAS, capitalized terms used but not defined herein shall have the meanings assigned to them in Appendix A to the Participation Agreement (and the rules as to construction contained in such Appendix A shall also be applicable herein).