January 28, 2003
XM Satellite Radio Holdings Inc.
0000 Xxxxxxxxx Xxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Standstill Agreement
Ladies and Gentlemen:
The undersigned understands that, as part of the proposed "Concurrent
Financing Transactions," as described in the Company's recent filings with the
Securities and Exchange Commission and the related attachments and exhibits
thereto, XM Satellite Radio Holdings Inc. (the "Company") will be seeking
stockholder approval of an amendment to Article IV of the Company's restated
certificate of incorporation to increase the number of authorized shares of
Class A Common Stock to 600,000,000 (the "Amendment"). The undersigned further
understands that certain stockholders of the Company have entered into an
agreement to vote in favor of the Amendment.
As one of the likely beneficiaries of the Amendment, the undersigned
hereby agrees that neither the undersigned nor any of its affiliates will take,
or cause to be taken, any action, either directly or indirectly, to oppose or
cause the defeat of the Amendment or cause the Company to take actions
inconsistent with adoption of the Amendment, including, but not limited to, by
means of one or more of the following:
(a) calling or participating in any manner in the calling of a
special meeting of stockholders of the Company;
(b) initiating, becoming a participant in, or submitting any
stockholder proposal to be voted upon at any meeting of stockholders of the
Company;
(c) making, or in any way participating in, any "solicitation" of
"proxies" or "consents" (as such terms are defined in Regulation 14A of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) to vote or
seek to advise or influence in any manner whatsoever any person or entity with
respect to the voting of any securities of the Company;
(d) forming, joining in or in any way participating in a "group"
(within the meaning of Section 13(d) of the Exchange Act) with respect to any
voting securities of the Company;
(e) depositing voting securities of the Company into a voting trust
or subjecting any such securities to voting agreements or granting any proxy
with respect to any such securities to any person not designated by the Company;
or
(f) entering into any discussions, negotiations, arrangements or
understandings with or advising, assisting or encouraging any third party with
respect to any of the foregoing.
Notwithstanding any other provision of this Standstill Agreement,
nothing herein shall constitute an agreement by the undersigned or any of its
affiliates with the Company or any other person or entity regarding how the
undersigned or any of its affiliates will vote, in its and their capacity as
stockholders of the Company (to the extent the undersigned and its affiliates
hold any voting stock of the Company), with respect to the Amendment. The
undersigneds obligations hereunder shall terminate upon the earlier of (i) the
date the Amendment is filed with the Secretary of State of the State of Delaware
and becomes effective, and (ii) August 31, 2003.
The undersigned understands that the Company and certain stockholders
of the Company are relying on this Standstill Agreement in proceeding toward
consummation of the proposed "Concurrent Financing Transactions."
Sincerely,
By:
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Name:
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Title:
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