AGREEMENT AND PLAN OF MERGER Dated as of December 11, 2023 by and among LIBERTY MEDIA CORPORATION, LIBERTY SIRIUS XM HOLDINGS INC., RADIO MERGER SUB, LLC and SIRIUS XM HOLDINGS INC.Merger Agreement • December 13th, 2023 • Sirius Xm Holdings Inc. • Radio broadcasting stations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of December 11, 2023 (this “Agreement”), is by and among LIBERTY MEDIA CORPORATION, a Delaware corporation (“Liberty”), LIBERTY SIRIUS XM HOLDINGS INC., a Delaware corporation and a wholly owned Subsidiary of Liberty (“SplitCo”), RADIO MERGER SUB, LLC, a Delaware limited liability company and a wholly owned Subsidiary of SplitCo (“Merger Sub”), and SIRIUS XM HOLDINGS INC., a Delaware corporation (“SiriusXM”). Certain terms used in this Agreement are used as defined in Section 10.10.
REORGANIZATION AGREEMENT by and among LIBERTY MEDIA CORPORATION, Liberty Sirius XM Holdings Inc. and SIRIUS XM HOLDINGS INC. Dated as of December 11, 2023Reorganization Agreement • December 13th, 2023 • Sirius Xm Holdings Inc. • Radio broadcasting stations • Delaware
This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this “Agreement”), dated as of December 11, 2023, is entered into by and among LIBERTY MEDIA CORPORATION, a Delaware corporation (“Liberty Media”), LIBERTY SIRIUS XM HOLDINGS INC., a Delaware corporation (“SplitCo”), and SIRIUS XM HOLDINGS INC., a Delaware corporation (“SiriusXM”). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1 or Exhibit A.
VOTING AGREEMENTVoting Agreement • December 13th, 2023 • Sirius Xm Holdings Inc. • Radio broadcasting stations • Delaware
This Voting Agreement (this “Agreement”), dated as of December 11, 2023, is entered into by and among Liberty Media Corporation, a Delaware corporation (“Liberty”), Liberty Sirius XM Holdings Inc., a Delaware corporation and a wholly owned Subsidiary of Liberty (“SplitCo”), Sirius XM Holdings Inc., a Delaware corporation (the “SiriusXM”), and each of the undersigned stockholders of Liberty (each, a “Stockholder” and together, the “Stockholders”).
