0001193125-07-036142 Sample Contracts

AMENDMENT NO. 3 TO RIGHTS AGREEMENT
Rights Agreement • February 21st, 2007 • Xm Satellite Radio Holdings Inc • Communications services, nec • New York

This Amendment No. 3, dated as of February 19, 2007 (this “Amendment No. 3”), to the Rights Agreement, dated as of August 2, 2002 (as amended, the “Rights Agreement”), between XM Satellite Radio Holdings Inc., a Delaware corporation (the “Company”), and Computershare Investor Services, LLC, as successor rights agent to Equiserve Trust Company, N.A. (the “Rights Agent”).

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AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 19, 2007 BY AND AMONG SIRIUS SATELLITE RADIO INC. VERNON MERGER CORPORATION AND XM SATELLITE RADIO HOLDINGS INC.
Agreement and Plan of Merger • February 21st, 2007 • Xm Satellite Radio Holdings Inc • Communications services, nec • Delaware

AGREEMENT AND PLAN OF MERGER dated as of February 19, 2007 (this “Agreement”) is by and among Sirius Satellite Radio Inc., a Delaware corporation (“Sirius”), Vernon Merger Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Sirius (“Merger Co.”), and XM Satellite Radio Holdings Inc., a Delaware corporation (“XM”).

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