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Disclaimer on forward-looking statements

The guidance contained herein are based upon a number of assumptions and estimates that, while considered reasonable by us when taken as a whole,
are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control.  In
addition, the guidance is based upon specific assumptions with respect to future business conditions, some or all of which will change.  The guidance, like
any forecast, is necessarily speculative in nature and it can be expected that the assumptions upon which the guidance is based will not prove to be valid
or will vary from actual results.  Actual results will vary from the guidance and the variations may be material.  Consequently, the guidance should not
be regarded as a representation by us or any other person that the subscribers, synergies, revenue, and adjusted EBITDA will actually be achieved.  You
are cautioned not to place undue reliance on this information.

 This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Such statements
include, but are not limited to, statements about the benefits of the business combination transaction involving SIRIUS and XM, including potential
synergies and cost savings and the timing thereof, future financial and operating results, the combined company’s plans, objectives, expectations and
intentions with respect to future operations, products and services; and other statements identified by words such as “anticipate,” “believe,” “plan,”
“estimate,” “expect,” “intend,” “will,” “should,” “may,” or words of similar meaning.  Such forward-looking statements are based upon the current
beliefs and expectations of SIRIUS’ and XM’s management and are inherently subject to significant business, economic and competitive uncertainties and
contingencies, many of which are difficult to predict and generally beyond the control of SIRIUS and XM.  Actual results may differ materially from the
results anticipated in these forward-looking statements. 

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the
forward-looking statement: general business and economic conditions; the performance of financial markets and interest rates; the ability to obtain
governmental approvals of the transaction on a timely basis; the failure to realize synergies and cost-savings from the transaction or delay in realization
thereof; the businesses of SIRIUS and XM may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or
costly to accomplish than expected; and operating costs and business disruption following the merger, including adverse effects on employee retention
and on our business relationships with third parties, including manufacturers of radios, retailers, automakers and programming providers.  Additional
factors that could cause SIRIUS’ and XM’s results to differ materially from those described in the forward-looking statements can be found in SIRIUS’ and
XM’s Annual Reports on Form 10-K for the year ended December 31, 2007 and their respective Quarterly Reports on Form 10-Q for the quarter ended June
30, 2008, which are filed with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s Internet site (http://www.sec.gov).  The
information set forth herein speaks only as of the date hereof, and SIRIUS and XM disclaim any intention or obligation to update any forward looking
statements as a result of developments occurring after the date of this communication.