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 of Sirius and XM to obtain the required stockholder approvals; 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, 2006, and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007, June 30, 2007 and September 30, 2007 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.

Important Additional Information Has Been Filed with the SEC

This communication is being made in respect of the proposed business combination involving Sirius and XM. In connection with the proposed transaction, Sirius has filed with the SEC a Registration

Statement on Form S-4 containing a Joint Proxy Statement/Prospectus and each of Sirius and XM have filed with the SEC other documents regarding the proposed transaction. The definitive Joint Proxy Statement/Prospectus was mailed to stockholders of Sirius and XM on or about October 9, 2007. INVESTORS AND SECURITY HOLDERS OF SIRIUS AND XM ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders may obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus and other documents filed with the SEC by Sirius and XM through the web site maintained by the SEC at www.sec.gov. Free copies of the Registration Statement and the Joint Proxy Statement/Prospectus and other documents filed with the SEC can also be obtained by directing a request to Sirius Satellite Radio Inc., 1221 Avenue of the Americas, 36 th Floor, New York, NY 10020, Attention: Investor Relations or by directing a request to XM Satellite Radio Holdings Inc., 1500 Eckington Place, N.E., Washington, DC 20002, Attention: Investor Relations.

Sirius, XM and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Sirius’ directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2006, which was filed with the SEC on March 1, 2007, and its proxy statement for its 2007 annual meeting of stockholders, which was filed with the SEC on April 23, 2007, and information regarding XM’s directors and executive officers is available in XM’s Annual Report on Form 10-K, for the year ended December 31, 2006, which was filed with the SEC on March 1, 2007 and its proxy statement for its 2007 annual meeting of stockholders, which was filed with the SEC on April 17, 2007. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the Joint Proxy Statement/Prospectus and other relevant materials filed with the SEC.

The above is the settlement. At least the portion of the settlement that shareholders are made aware of, also included in the settlement are attorney’s fees for the law firm of Robbin’s Umeda and Fink LLP, as well as indemnification for Sirius Satellite Radio. Pretty simple stuff with, what is in my opinion, very little meaningful information.

Did the information above actually satisfy Mr. Brockwell’s “concerns”? It must have, otherwise he would not have settled.

Did the additional information change the way shareholders voted? In my opinion it did not. I would be shocked if 1/1,000th of 1% of shares voted were impacted by the additional information provided.

Did it change the ultimate result of the vote? In my opinion it did not. The votes to approve this merger were virtually a foregone conclusion. Investors, the street, and analysts wanted this merger.

Do you as an investor see value in the settlement disclosure? What value would you place on it?

Did Brockwell’s Council have enough time to look through the documents? Did they even prepare interrogatory questions? Did they have any follow-ups to depositions? Who did they depose aside from Mel Karmazin?

Those who read through the suit will see a picture of a process that was expedited and fast. They will see that there was limited time to request and review documents, limited time to develop interrogatories, and limited time to conduct depositions. In fact, in the settlement filing Mr. Fink, the attorney for Brockwell, actually pats himself on the back with self aggrandizing compliments as to his expertise and the speed at which he was able to handle this matter. Does this seem right? After all, we are dealing with a “concerned” shareholder who felt that there was additional information that needed to be considered. Then again, maybe I am just expecting something unrealistic. It seems that 24 days to decide to file a suit file the suit, and an expedited process to review everything is perfectly acceptable. Perhaps it is just me.

Eight paragraphs of information in exchange for legal fees and indemnifications for the company. Will the court even accept this settlement? I find this whole situation to be a sad commentary on business in America as well as the legal system. What exactly was the goal here? Does the proposed settlement at least equate in value to the costs of attorney fees? Readers will need to come to their own conclusion. What is being presented here is a very broad brushed picture of this process. Those that want more detail can find it with relative ease.

Position - Long Sirius, Long XM

Class Action Gone Bad? The Class Action Attorney

The attorney representing Greg Brockwell is Jeffery P. Fink. Jeffery Fink is a Partner in Robbins, Umeda, and Fink LLP. This firm specializes in class action suits and is located in San Diego California and brands themselves as RUF Law. They list specialties in
practice areas of Antitrust, Consumer, Corporate Mismanagement, Employee Pension Funds, False Claims Act Violations / Qui Tam Actions, Insurance, Mergers & Acquisitions, Privacy, and Securities.

This segment of the series is very brief. Those that want to know more can find many examples of the activities of this firm and judge the merits of the firm for themselves.

Now, to be fair here, i am sure that the players at this law firm are very capable at what they do. In fact, I will offer no real opinion of their capabilities. What I will offer is the fact that this attorney engaged in an expedited process on this class action suit, and readers will need to determine whether or not they personally feel that this attorney acted in the best interest of shareholders and obtained a settlement that equates to value for the class.

Remember, the proposed settlement was some additional information as outlined earlier in this series, the payment of attorney’s fees, and some broad indemnification for Sirius. Out of the three components of the settlement, only one, in my opinion, has any chance of being considered a benefit to shareholders and thus the class. Was the additional information worth it? You the reader need to be the judge.

I would encourage readers to conduct their own research on this law firm and attorney. Sometimes people, or companies are judged not by their finest moments, but their worst. There is some interesting information about cases in New Jersey and North Carolina that people may find interesting. RUF Law has many class action suits to their credit. Some have had what I would consider reasonable and fair results. Others in my opinion have not…..but my opinion is not what is important here. Members of the class must all arrive at their own opinions.

Class Action Gone Bad? What Do Shareholders Do

First and foremost, each investor has to arrive at their individual respective decision. I am not a financial advisor, nor am I a legal advisor. I fully encourage investors to do their own research and consult with appropriate professionals prior to making a decision on this matter. My opinion is my own. Information pertaining to the parties in this case is available by general means either on the Internet, or via the courts. What I have published is simply a very broad overview of this particular case. There is enough depth here to write a book.

In looking at this situation, I have arrived at the following:

1. A merger was announced

2. Greg Brockwell filed suit only 24 days after the announcement, and prior to seeing the proxy statement.

3. The law firm hired by Brockwell specializes in class action suits, and has “recovered” many millions over the past years. Class actions is their expertise.

4. Some activities in the class action suit arena leave me wondering whether it is the class that is getting the benefit. Cases settle for minimal benefit, and plaintiffs that seem to have a litigious history leave me questioning the process and the benefit of class action suits as a whole.

5. This case was brought before a State court instead of Federal court. Federal Court likely could have rejected the case (in my opinion) because of the litigious history of the plaintiff.

6. The size of Brockwell’s investment, in my opinion, does not jive with the actions he took.

7. The settlement includes indemnifications for Sirius that take away some of my rights as a shareholder with respect to the merger value being proper. If it turns out that there is indeed something that would have materially impacted how I would have voted, I would lose that right if I remained a member of the class. Even opting out does not guarantee me my rights, but what type of choices do I have?

8. The settlement revealed what I consider to be useless information filed in an 8K by Sirius prior to the shareholder vote. There is no other “benefit” forthcoming from the settlement.

9. The settlement includes the payment of attorney fees to RUF Law. The amount of those fees are unknown.

Given what has transpired, the decision for me is an easy one. I plan on opting out of the suit should the settlement accepted by the court. I, as a shareholder saw no real value in the additional information that the Plaintiff was able to get as a result of his suit. As a shareholder, I consider it outrageous that Sirius will have to pay any fees to the attorney in this case.

Personally, I find the plaintiff in the case to be an individual who is prone to filing suits. I find it curious that someone who seems to have had such bad experiences in the stock market continues to invest in it. I find that the size of the plaintiff’s investment measured against the actions he has taken to not “gel” with what would normally be expected. I do not see the settlement disclosures as material enough to have satisfied the “concern” that was exhibited by Greg Brockwell.

I do not have a level of comfort and trust in Jeffery P. Fink, the attorney who worked this case, nor his firm. I find the activities surrounding this case to be opportunistic, but that is merely my opinion. Others may indeed see value in what has transpired.

I find that the actions that have happened cause me a great deal of concern as to how the equities markets operate, and how our legal system allows such activities to happen. I fully understand that “this is how it is”, but that does not make it “right” or “just”.

Whenever a person invests in a company, they need to place a certain amount of faith and trust in the management of that company. I have a level of faith and trust in Sirius as well as XM. However, that faith and trust is never 100%. I would much rather opt out of this suit and have a safety net than be included and get what I consider meaningless information. I feel that what I am being asked to give up has far more value to me than the few paragraphs that Brockwell and Fink propose as a settlement.

The goal of this series was to get information to investors so that they can make a fully informed decision about whether or not to be a member of the class. Ironically, it was the stated position of the plaintiff and his attorney that they wanted additional information published so as to allow investors to arrive at a fully informed decision on the merger vote. Given their stance in the very beginning, of allowing the class to be fully informed, they should not take any exception to what I have published.

I am invested in SDARS because I believe in the technology, the concept, and the long term business plan. I intend to hold onto my investment in this sector. The activities described in this article do not change my belief in SDARS.

It is my sincere hope that the all of the circumstances presented are a coincidence beyond what can be imagined. Realistically though, I do not trust that many pieces to simply fall into place by happenstance.

In the end, each individual needs to ask themselves whether the additional information supplied prior to the shareholder vote had value? You also need to consider that remaining in the class may not give you any new or relevant information going forward. If you have already seen the settlement, what more do you have to gain by being in the class? What do you have to lose? Only each individual can arrive at an answer to these questions.

Consider me as “opted out” in this suit. I must caution that readers and investors alike should do their own research and consult with financial and legal professionals prior to making their own decisions.

Position - Long Sirius, Long XM