Sirius XM Holdings Inc (SIRI)

[Mt bigsky]

The intent in bold.

Specifically, the Reporting Person intends to:



· convert almost one-half of the shares of B-1 Preferred Stock, which, together with the shares of Common Stock owned or acquired by the Reporting Person, will constitute more than 32% of the total outstanding shares of Common Stock;



· as soon as practicable, nominate for election persons to serve on the Issuer’s Board of Directors such that, if elected, persons nominated by the Reporting Person will constitute a majority of such Board of Directors;



· vote all of the Reporting Person’s shares of Common Stock in favor of such nominees; and



4



· solicit proxies from other shareholders of the Issuer in support of the election of such nominees.



The Reporting Person also indicated in the Petition that it intends to continue purchasing shares of Common Stock in the open market, depending upon price and other market conditions, and that the Reporting Person may purchase sufficient additional shares of Common Stock that would enable it to replace the entire Board of Directors by unilateral action.