ex10.htm


    
       

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      NOTE: PORTIONS OF THIS EXHIBIT
INDICATED BY [***] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE
BEEN OMITTED FROM THIS EXHIBIT.  COMPLETE, UNREDACTED COPIES OF THIS
EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSSION AS PART OF
THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.

    

    


    DISTRIBUTION
AGREEMENT, dated as of January 8, 2009, between SIRIUS XM RADIO INC., a Delaware
corporation (together with its subsidiaries and affiliates, “Sirius XM”), and
AUDIOVOX ELECTRONICS CORPORATION, a Delaware corporation (“Distributor”).

     

    WHEREAS,
Sirius XM operates multichannel digital entertainment and data services both
directly and through its subsidiaries (collectively, the “Sirius XM Service”)
in the Territory (as defined);

     

    WHEREAS,
Distributor is engaged in the business of marketing, distributing and selling
consumer electronics products;

     

    WHEREAS,
Distributor desires to perform warehousing, distribution, logistics and related
services for Sirius XM with respect to certain Sirius Products (as defined
below); and

     

    WHEREAS,
Distributor is party to a Master License Agreement, dated as of April 7, 2005,
with XM Satellite Radio Inc. (“XM”) relating to
warehousing, distribution, logistics and related services for XM Products (as
amended, the “XM
Agreement”), which shall
remain in full force and effect and shall not be superseded by this
Agreement.

    


    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Distributor and Sirius XM agree as
follows:

    


    ARTICLE
I

     

    Definitions

    SECTION
1.01. Defined
Terms. Capitalized terms used herein and not otherwise defined herein
shall have the meaning assigned to such below:

     

    “Accepted Initial
Inventory” has the meaning assigned to such terms in Section
2.05(a).

     

    “Agreement” means this
Distribution Agreement, together with any exhibits and schedules attached
hereto, as amended, supplemented or otherwise modified from time to time in
writing in accordance with the terms hereof.

     

    “Authorized
Manufacturers” has the meaning assigned to such term in Section
2.04(a).

     

    “Backstop Purchase
Order” has the meaning assigned to such term in Section
2.10(b).

     

    “Business Day” means a
day other than Saturday, Sunday or other day on which commercial banks in New
York City are authorized or required to close.

    


    “Customer” has the
meaning assigned to such term in Section 2.03(a). “Defaulting Party” has
the meaning assigned to such term in Section 9.01(a)(iv). “Disclosing Party” has
the meaning assigned to such term in Section 11.01(a).

    


    “Distributor” has the
meaning assigned to such term in the preamble to this Agreement.

     

    “ESN” means the
12-digit unique electronic serial number assigned to a Sirius Receiver, which
also uses barcodes in all physical locations in which the human-readable number
appears.

     

    “Gross Margin” shall
mean a number expressed as a percentage calculated as the Wholesale Cost to
Customer less Landed Cost divided by the Customer Wholesale Cost.

     

    “Information” has the
meaning assigned to such term in Section 11.01(a). “Initial Inventory”
has the meaning assigned to such term in Section 2.05(a).

    “Landed Cost” means,
with respect to any Sirius Product, the Authorized Manufacturer’s F.O.B. price
of such product plus customs, duty shipping charges and any applicable licenses
and royalties in each case, required to deliver such Sirius Product to
designated U.S. warehouse facilities operated by Distributor. The Landed Cost
for each Sirius Product as of the date of this Agreement is listed in Exhibit
B.

     

    “Material Parts” has
the meaning assigned to such term in Section 2.12(b).

     

    “Parties” or “Party” means Sirius
XM and/or Distributor, as the context may require.

     

    “Price Protection” has
the meaning assigned to such term in Section 2.06.

     

    “Products Ineligible for
Return” means those Products as identified by Sirius XM that generally:
(1) are no longer manufactured; and (2) have not been sold to Customer by
Distributor or prior distributor within the preceding twelve (12) months as new
non-refurbished product.

    


    “Receiving Party” has
the meaning assigned to such term in Section 11.01(a).

    


    “Return PO” has the
meaning assigned to such term in Section 2.13(a).

    
       

      
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    ***

    


    “Sirius Products” has
the meaning assigned to such term in Section 2.01.

    


    “Sirius XM” has the
meaning assigned to such term in the preamble to this Agreement.

     

    “Sirius XM Backstop
Inventory” has the meaning assigned to such term in Section
2.10(b).

     

    “Sirius XM Marks” has
the meaning assigned to such term in Section 7.01.

     

    “Sirius Receiver”
means a device that receives, decodes and processes the satellite signal for the
Sirius XM Service branded as Sirius Satellite Radio.

     

    “Sirius XM Service”
has the meaning assigned to such term in the first recital to this
Agreement.

     

    “Sirius XM Style
Guide” has the meaning assigned to such term in Section 7.01. “Special Marketing
Program” has the meaning set forth in Section 3.02(b). “Subscriber” means a
subscriber to the Sirius XM Service.

    “Support Materials”
has the meaning assigned to such term in Section 2.08(a). “Term” has the meaning
assigned to such term in Section 8.01.

    “Territory” has the
meaning assigned to such term in Section 2.02

     

    “Warranty” has the
meaning assigned to such term in Section 2.12(a). “Wholesale Costs” has
the meaning assigned to such term in Section 2.04(b). “XM” has the meaning
assigned to such term in the preamble to this Agreement.

     

    “XM Agreement” has the
meaning assigned to such term in the fourth recital to this
Agreement.

     

    “XM Products” mean
products branded as XM and designed to receive and process the signal for the
Sirius XM Service branded as XM Satellite Radio and related
accessories.

     

    


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    SECTION
1.02. Other
Definitional Matters. Definitions in this Agreement apply equally to the
singular, plural and possessive forms of the defined terms. The words "include"
and "including" shall be deemed to be followed by the phrase "without
limitation" when such phrase does not otherwise appear. The terms "herein,"
"hereof" and "hereunder" and other words of similar import refer to this
Agreement as a whole and not to any particular section, paragraph or
subdivision. All article, section, paragraph, clause, exhibit or schedule
references not attributed to a particular document shall be references to such
parts of this Agreement.

     

    ARTICLE
II

     

    Distribution of Sirius
Products

    SECTION
2.01. Sirius
Products. Sirius XM hereby authorizes Distributor, on a principal basis,
to distribute, market and sell to Customers the products listed on Exhibit B
hereto or such other products approved by Sirius XM in writing (collectively
“Sirius
Products”) in accordance with the terms and conditions of this
Agreement.

     

    SECTION
2.02. Territory.
Distributor may sell Sirius Products only to Customers located in the geographic
territory listed in Exhibit F (the “Territory”).

     

    SECTION
2.03. Customers;
Credit and Collection; Shipping. (a) Distributor shall market and sell
Sirius Products only to the entities set forth on Exhibit A and other consumer
electronic retailers, installers, installation expeditors and automotive dealer
groups located in Territory approved in writing by Sirius XM (“Customers”). Sirius
XM may, at any time upon written notice to Distributor, add or delete Customers.
Promptly following receipt of any notification by Sirius XM deleting Customers,
Distributor shall cease selling Sirius Products to the applicable Customer and,
to the extent that Distributor may cancel pending orders from such Customers
without penalty, cancel pending orders from the applicable Customer. As a result
of Sirius XM instructions to cancel orders to particular Customers, Distributor
may have to cancel purchase orders with the Authorized Manufacturers. In the
event that such cancellation of purchase orders with Authorized Manufacturers is
necessary, Distributor shall ascertain whether any costs or penalties will
result and inform Sirius XM of such costs or penalties prior to cancellation. If
Sirius XM authorizes Distributor to cancel such purchase orders, Sirius XM
agrees to reimburse Distributor for any costs or penalties resulting from such
cancelled orders.

     

    (b) Distributor
shall be responsible for all credit and collection services related to its sale
of Sirius Products, including determination of credit lines and credit terms,
billing, resolution of discrepancies and collection of accounts receivable.
Distributor shall use commercially reasonable and generally accepted criteria
for determining lines of credit and payment terms to Customers.

     

    (c) Distributor
and Sirius XM shall jointly determine order and shipping requirements for
Customers. Freight costs shall be a separate expense borne by Customers or
covered under prepaid freight qualifications as determined by
Distributor.

     

    SECTION
2.04. Sirius Product
Sourcing; Pricing. (a) Distributor shall purchase Sirius Products from
third party manufacturers authorized in writing by Sirius XM (“Authorized  Manufacturers”).
Distributor shall be responsible for executing a purchase agreement with each
Authorized Manufacturer which agreements shall not conflict with this Agreement
and for all of the logistics management and costs associated with the transport
and import of Sirius Products from Authorized Manufacturers to Distributor’s
domestic warehouse facilities. Sirius XM shall have the right to review and
approve any such agreements and all subsequent amendments or modifications with
Authorized Manufacturers prior to execution. Sirius XM shall cause such
Authorized Manufacturers to sell such Sirius Products to Distributor at F.O.B.
costs that will allow Distributor to realize a ***% Gross Margin over Landed
Cost on sales to Customers at Wholesale Costs as described in Section
2.04(b).

     

    (b)
Sirius XM shall establish Customer wholesale costs (“Wholesale Costs”) and
suggested retail prices for Sirius Products, which costs and prices may change
from time to time due to market conditions. Distributor shall publish such
Customer Wholesale Costs and suggested retail prices.

     

    SECTION
2.05. Sale by Sirius
XM of Initial Inventory. (a) Sirius XM has inventory of Sirius Product in
undamaged packaging, free from markings, stickers or labels that are not part of
the standard package as approved by Sirius XM which it will sell to Distributor
(“Initial  Inventory”). Distributor
agrees to purchase Initial Inventory under the terms of this Agreement. Sirius
XM will provide commercial specifications of Initial Inventory, including Landed
Cost, barcode formats, weights and dimensions of master cartons and individual
product packages, and ESNs of Sirius Receivers. Upon Sirius XM providing to
Distributor a listing of the Initial Inventory, including model names and
quantities, Distributor shall place purchase orders with Sirius XM for the full
quantity of Initial Inventory specifying the quantity of product to be shipped
to each Distributor warehouse location, such quantity as determined and agreed
in advance by the parties. Upon physical receipt of the Initial Inventory,
Distributor will conduct an inspection and item count, scan all Sirius Receiver
ESNs, inspect the condition of all packaging and advise Sirius XM of quantity
discrepancies and/or a list of products that are damaged or that contain
non-standard markings, stickers or labels. Sirius XM will be present during
receipt and inspection.

     

    (b) Distributor
will not be required to honor any outstanding purchase orders placed by the
prior distributor.

     

    (c) Distributor
will not be required to honor any outstanding purchase orders placed with the
prior distributor by Customers.

     

    (d) Sirius XM
shall invoice Distributor for Initial Inventory concurrent with the shipping of
the products to Distributor. Distributor shall pay the total amount invoiced,
less missing, mismarked or damaged product determined during inspection (“Accepted Initial
Inventory”), in accordance with the following:

    


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    (i) 50% of
the applicable amount within 30 days from Distributor’s receipt of Initial
Inventory ***; and

     

    (ii) the
remaining balance of the applicable amount within 60 days from Distributor’s
receipt of Initial Inventory.

    


    (e)
Notwithstanding the foregoing, in the event that Sirius XM, for any reason,
ceases to operate the Sirius XM Service or announces an intention to cease
operation of the Sirius XM Service, Distributor may return any unsold Initial
Inventory to Sirius XM at Distributor’s expense and Distributor shall have no
further payment obligations with respect to such returned Initial Inventory and
Sirius XM shall refund any amounts paid by Distributor for such returned Initial
Inventory.

     

    SECTION
2.06. Price
Protection. In the event of changes in the pricing described in Section
2.04(b), Distributor shall be responsible for executing price changes with
Customers (“Price
Protection”). If the cost of Customer and Distributor on-hand or
in-transit inventory is reduced as a result of the change in pricing by Sirius
XM, Sirius XM shall reimburse Distributor for the amount of the reduction as
supported by separate documentation defined by Sirius XM and provided to
Distributor at such time as the Price Protection event occurs. Distributor shall
be responsible for obtaining Customer certified documentation of Customer
inventory levels or, in the event such certification is not reasonably
available, reasonably satisfactory evidence of Customer inventory levels
computer generated by Customer’s inventory management system, and submitting
such documentation to Sirius XM and for issuing price protection credit memos to
Customers. Distributor shall invoice Sirius XM for the documented reduction of
its inventory cost, and for the documented amounts due to Customers. Sirius XM
shall pay such Price Protection invoices, complete with all reasonable
supporting documentation, within forty-five (45) days of receipt.

     

    SECTION
2.07. Expedited
Shipping Costs. Sirius XM shall be responsible for the incremental costs
associated with any expedited shipment of Sirius Products from Authorized
Manufacturers to Distributor and by Distributor to Customers (for the avoidance
of confusion, incremental cost means the expedited cost less the standard
shipping cost) only to the extent that such expedited shipment has been approved
by Sirius XM in writing in advance of the costs being incurred. Sirius XM shall
pay any such expedited shipping invoices, complete with all reasonable
supporting documentation, within forty-five (45) days of receipt.

     

    SECTION
2.08. Sales Support
Services. (a) Distributor shall provide sales and marketing services to
Customers, including distribution of point of sale materials, and other
marketing materials as required by Sirius XM (such materials, “Support Materials”).
Distributor shall invoice Sirius XM its reasonable out of pocket costs incurred
in such distribution and production of Support Materials and Sirius XM shall pay
such invoices, complete with all reasonable supporting documentation, within
forty-five (45) days of receipt.

     

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    (b)
Distributor shall notify Customers that such Customers shall prominently
display, in a high traffic area at each of its locations, point of sale
materials approved by Sirius XM. Distributor shall not, and shall not authorize
or knowingly permit Customers to, (i) promote Subscriptions on terms other than
the terms designated by Sirius XM, (ii) represent that any Subscription may be
obtained on terms or rates other than those designated by Sirius XM or (iii)
impose any additional terms or conditions in connection with any
Subscription.

     

    SECTION
2.09. No
Bundling. Distributor shall not, and shall notify its Customers that such
Customers shall not advertise, market or sell any Sirius Products as part of a
bundle with any other products or services without the express written consent
of Sirius XM, which may be withheld in Sirius XM’s sole discretion.

     

    SECTION
2.10. Forecasting and
Order Placement for Sirius Products. (a) Sirius XM and Distributor shall
work together in good faith to create six-month rolling forecasts of Sirius
Product sales and four-month purchase plans for Sirius Products, broken out by
Customer. Such forecasts and product plans shall include such information as
Sirius XM may reasonably request.

     

    (b) Sirius XM
may, from time to time, require Distributor to place orders with Authorized
Manufacturers for specified quantities of Sirius Products (each such order
placed by Distributor pursuant to Sirius XM’s written instructions, a “Backstop Purchase
Order”). Distributor shall be required to place Backstop Purchase Orders
upon receipt of, and in accordance with, Sirius XM’s written instructions. Only
orders identified as such in writing by Sirius XM shall be considered a Backstop
Purchase Order. In the event that any Sirius Products purchased by Distributor
under a Backstop Purchase Order are not shipped to a Customer within *** of
first receipt at one of Distributor’s US warehouses, Sirius XM shall purchase
such Sirius Products from Distributor at the then current Landed Cost offered by
the applicable Authorized Manufacturer (such Sirius Products purchased by Sirius
XM, “Sirius XM
Backstop  Inventory”). Distributor shall hold the Sirius XM
Backstop Inventory on consignment, at no charge to Sirius XM, pending orders
from Customers or other instructions from Sirius XM. Distributor shall
repurchase the Sirius XM Backstop Inventory from Sirius XM at the then current
Landed Cost offered by the applicable Authorized Manufacturer immediately upon
receipt of a Customer order for such products. Distributor shall fulfill all
Customer orders on a first in – first out inventory shipping basis, first from
Sirius XM Backstop Inventory, then from Distributor’s inventory. Distributor
shall provide aging reports on all Backstop Purchase Orders on a weekly basis
pursuant to the reporting required in Exhibit G.

     

    (c) Any
purchases of Sirius Products made by Sirius XM directly from Distributor during
the Term, which are not Backstop Inventory, shall be purchased at a cost that
will allow the Distributor to realize a Gross Margin of ***%.

     

    


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    (d) Distributor
shall issue an invoice or credit memo along with the Backstop Inventory report
and with reasonable supporting documentation as specified in Exhibit G to Sirius
XM on a monthly basis for the total net amount due for Sirius XM Backstop
Inventory transactions that occurred in the preceding month. In the event of an
invoice, Sirius XM shall pay such invoices within forty-five (45) days of
receipt. In the event of a credit memo, Distributor shall issue a credit memo
within three (3) Business Days and pay any credits due Sirius XM within
forty-five (45) days of issuance of the credit memo. Title to any Sirius
Products purchased by Sirius XM pursuant to this Section 2.09 shall pass to
Sirius XM upon payment to Distributor. Distributor.shall identify the Sirius XM
Backstop Inventory in its inventory management system in a manner that clearly
indicates that Sirius XM owns such inventory. At any time, in its sole
discretion, Sirius XM may instruct Distributor to ship Sirius Products in Sirius
XM Backstop Inventory to another location with shipping costs to be paid by
Sirius XM.  Absent written instructions from Sirius XM to place a
Backstop Purchase Order, Distributor shall be solely responsible for determining
the quantities of Sirius Product(s) to be ordered and shall incur all associated
inventory risk.

     

    (e) On a
weekly basis, Distributor and Sirius XM shall conduct inventory and forecast
conference calls. Distributor shall ensure all necessary personnel involved in
such activities shall attend such conference calls.

     

    SECTION
2.11. Warehousing;
Physical Inventory. (a) Distributor shall store all Sirius Products
ordered by it in one or more of its warehouses, and shall provide all related
warehousing and order fulfillment services. Sirius XM and Distributor shall
jointly determine the appropriate number and locations of warehouses to be used.
Distributor shall be responsible for all damage, loss or shrinkage of Sirius
Product inventory, including Sirius XM Backstop Inventory.

     

    (b) At
Distributor’s expense, no more than once annually as requested by Sirius XM in
writing, Distributor shall conduct a physical inventory, which shall be observed
by Sirius XM personnel. In addition, Distributor shall conduct bi-monthly
physical inventory cycle counts of Sirius XM Backstop Inventory. The results of
all physical inventory counts shall be reported to Sirius XM immediately upon
completion. Sirius may conduct additional physical inventories at its expense at
any time upon sixty (60) days prior written notice to Distributor.

     

    SECTION
2.12. Returns.
(a) Distributor shall publish and enforce Sirius Product returns policies
established by Sirius XM. Distributor shall ensure that Sirius Products returned
to Distributor by Customer adhere to the provisions set forth in Sirius XM’s
applicable written consumer warranty statement for the Sirius Product (the
“Warranty”),
including:

     

    (i) screening
returned Sirius Product to ensure that the Sirius Product was sold by
Distributor or a prior distributor and is not a product that was initially
imported and sold by parties other than Distributor or a prior distributor, as
applicable;

     

    (ii) screening
returned Sirius Product to ensure that the Sirius Product returned is
accompanied by reasonable documentation evidencing that it was returned to the
applicable Customer by the purchaser within the applicable Warranty period or,
if the Sirius Product is a Sirius Receiver and not accompanied by such
documentation, that the Sirius Receiver was returned to Distributor within the
applicable Warranty period plus a forty-five (45) day grace period from the date
of first activation as determined using the Sirius Receiver’s ESN and Sirius
XM’s provided activation data, to the extent available;

     

    (iii)
screening returned Sirius Products to ensure that at the time the Customer
returned the Sirius Products to Distributor, the Sirius Products were not listed
by Sirius XM as Products Ineligible for Return. Sirius Products to be included
in the Products Ineligible for Return list shall be determined jointly by
Distributor and Sirius XM and updated on a monthly basis;

     

    (iv) visually
inspecting each returned Sirius Product to determine if such Sirius Product has
observable consumer induced damage. Distributor shall use Sirius XM’s Cosmetic
Standards for Returned Products, attached hereto as Exhibit C (as it may be
amended by Sirius XM from time to time), as a guide for determining whether such
Sirius Product has observable consumer induced damage, and;

     

    (v) visually
inspecting each returned Sirius Product to determine if such Sirius Product has
all parts and accessories that are included in a new retail kit containing the
applicable Sirius Product (“Material Parts”).

     

    (b) ***

     

    (c) For each
returned Sirius Product within a shipment of returned Sirius Products,
Distributor shall compile a report to Sirius XM to be included with the shipment
that contains: (i) the Customer returning the Product, (ii) the date received,
(iii) type of proof of consumer warranty used to determine eligibility
(documentation or ESN lookup by activation date), (iv) ESN and (v) any missing
Material Parts.

    


    SECTION
2.13. Sirius XM
Purchase of Returns. (a) Sirius XM shall, subject to Distributor’s
compliance with the conditions and obligations contained in Sections 2.12 and
Exhibit G of this Agreement, purchase all Sirius Products returned to
Distributor by Customers. Sirius XM shall issue a purchase order for such
returned Sirius Products (“Return PO”) within
thirty (30) Business Days after receiving the reports from Distributor set forth
in Exhibit G. Each Return PO shall include a shipping date within thirty (30)
days from the date of issuance.

    


    (b) All
Sirius Products purchased from Distributor by Sirius XM shall include all
Material Parts as identified in Exhibit E excluding the consumable parts and
accessories listed in Exhibit D. Sirius Products returned without all Material
Parts shall be subject to a missing

    


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    Material
Parts charge. The charge for missing Material Parts shall be equal to the
respective Authorized Manufacturer’s then current cost for such Material Part. A
list of Authorized Manufacturers’ costs for Material Parts is attached hereto as
Exhibit E, as it may be updated andamended from time to
time.  ***

    


    (c) Distributor
shall invoice Sirius XM for returned Sirius Product in an amount equal the then
current Landed Cost of the applicable new Sirius Product less any applicable
credits for missing Material Parts noted by Distributor pursuant to Section
2.11(c). Distributor shall ship such Sirius Products, at Distributor’s cost, to
a U.S. location designated by Sirius XM. Following the receipt of returned
Sirius Products at the designated facility, Sirius XM shall pay such invoices
within forty-five (45) days. In the event that such inspection shows that any
Material Parts are missing from the Sirius Products that were not previously
identified by Distributor, Sirius XM shall deduct any applicable Missing Part
charge from the amount due Distributor. Title to Sirius Products purchased
hereunder shall transfer from Distributor to Sirius XM upon shipment to Sirius
XM.

    


    (d) Beginning
February 1, 2009, Distributor shall receive and manage returns from Customers
that otherwise would have been returned to the prior distributor.
Notwithstanding the first sentence of Section 2.13(c), until the close of
business ***, Sirius XM shall purchase returns from Distributor at the Customer
Wholesale Cost, less any applicable credits for missing Material Parts noted by
Distributor pursuant to Section 2.12(c) or discovered by Sirius XM pursuant to
Section 2.13(c). For the period February 1, 2009 to ***, Distributor shall not
be expected to credit returns from Customers until Sirius XM has paid
Distributor for such returns in accordance with Section 2.13(c). Distributor
shall not be responsible for any actions or omissions by Sirius XM’s prior
distributor.

     

    SECTION
2.14. Standard of
Conduct. Distributor shall, and shall cause Customers to, at all times
conduct themselves in a commercially reputable and ethical manner. Distributor
shall not, and shall cause Customers not to, engage in any deceptive sales
practice or other practice that may negatively impact Sirius XM’s commercial
reputation and goodwill. Distributor shall, and shall cause its Approved
Distributors to, comply with all applicable laws, rules and
regulations.

     

    ARTICLE
III

    


    Financial
Matters

    


     

    SECTION
3.01. Audit
Rights. (a) Distributor shall create books and records relating to its
orders and sales of Sirius Products and shall maintain such books and records
for a minimum of three years after their creation. Distributor shall keep such
books and records at its principal place of business. Sirius XM may, at its
expense at any time after providing at least ten (10)

    


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    Business
Days prior written notice and during regular business hours, inspect any books
and records required by this Section 3.01 to be maintained for compliance
hereunder. If any such audit reveals material discrepancies in excess of 5% for
any annual period, Distributor shall reimburse Sirius XM for the reasonable
out-of-pocket costs incurred by Sirius XM in connection with such
audit.

     

    (b)
Distributor shall provide Sirius XM written evidence that Distributor has
obtained an audit of its internal controls as required under Section 404 of the
Sarbanes Oxley Act. Distributor shall disclose to Sirius XM the list of control
exceptions and deficiencies reported by Distributor’s auditor relating to
Distributor’s Sarbanes Oxley compliance within five (5) days of each such audit
report. In the event that any material deficiencies are reported relating to
inventory control, Distributor must allow Sirius XM or an independent auditor
selected by Sirius XM to perform an audit at the Distributor’s expense of Sirius
Product in inventory that was purchased by Distributor pursuant to a Backstop
Purchase Order upon seven (7) days prior written notice an during regular
business hours. All such disclosures shall be deemed highly confidential
Information and shall be subject to the confidentiality provisions of Section
11.01.

     

    (c)
Section 3.01(a) shall survive the expiration or earlier termination of this
Agreement.

     

    SECTION
3.02. Extraordinary
Expenses. (a) In the event Sirius XM advises Distributor to take actions
relating to excessive Sirius Product failures, including Sirius Product rework,
Sirius Product recalls and/or halting of Sirius Product shipping for any reason,
Sirius XM shall reimburse all reasonable out-of-pocket costs incurred by
Distributor in connection with taking such actions requested in writing by
Sirius XM. Distributor shall invoice Sirius XM for such costs, together with
reasonable supporting documentation, and Sirius XM shall pay such invoices
within forty-five (45) days of receipt.

     

    (b) From
time to time Sirius XM may offer a Customer a special in-store pallet program or
other special marketing program (“Special Marketing
Programs”). Sirius XM shall promptly notify Distributor of any Special
Marketing Program. Sirius XM shall fully reimburse Distributor for all
reasonable out-of-pocket costs incurred by Distributor in connection with a
Special Marketing Program, to the extent such costs were approved in writing by
Sirius XM prior to being incurred by Distributor. Distributor shall invoice
Sirius XM for such costs, together with reasonable supporting documentation, and
Sirius XM shall pay such invoices within forty-five (45) days of
receipt.

     

    SECTION
3.03. Payment
Disputes. In the event any dispute exists with respect to any payments or
credits due pursuant to this Agreement, (a) the payor shall pay all undisputed
amounts within the time specified in the applicable section herein, (b) the
parties shall work together in good faith to resolve any disputes in an
expeditious manner and (c) the payor shall pay any amount that is no longer in
dispute within ten (10) days after such dispute is resolved.

     

    SECTION
3.04. Reports.
Distributor shall provide Sirius XM with the reports described in Exhibit
G.


    
      
         


      

      
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    ARTICLE
IV

     

    Training; Technical
Support

    SECTION
4.01. Training.
(a) Upon execution of this Agreement and from time to time and as deemed
necessary by Sirius XM, Sirius XM shall provide training to Distributor’s sales,
marketing and technical service personnel, at a time and location to be mutually
agreed by Sirius XM and Distributor. Such training session shall cover such
topics as Sirius XM reasonably

    deems
necessary to enable Distributor’s personnel to provide sales support, technical
support and service with respect to the Sirius Products.

     

    (b) Upon
Distributor’s reasonable request from time to time and at any time new Sirius
Products are introduced, Sirius XM shall make commercially reasonable efforts to
attend Distributor’s sales meetings and provide sales training for the Sirius
Products, at no cost to Distributor.

     

    (c) Distributor
shall incorporate Sirius Product training into training programs that it
provides to its Customers.

     

    ARTICLE
V

    


    Promotions

    


    SECTION
5.01. Trade Show
Events. Sirius XM and Distributor shall attend mutually agreed trade show
events to promote Sirius Products. Distributor shall display Sirius Products at
such events in a manner acceptable to Sirius XM.

    


    SECTION
5.02. Demonstration
Subscriptions. Sirius XM shall provide Distributor, at no cost, thirty
subscriptions to the Sirius XM Service to be used solely to demonstrate the
Sirius Products to potential Customers. Such subscriptions shall be cancelled by
Sirius XM upon the expiration or earlier termination of this
Agreement.

     

    SECTION
5.03. Retailer
Subscriptions. Sirius XM may provide prepaid subscription programs for
Distributor to offer to Customers to demonstrate Sirius Products to the extent
Customers are not already receiving those benefits directly from Sirius
XM.

     

    SECTION
5.04. Friends and
Family Programs. Sirius XM and Distributor may each offer a reasonable
“friends and family” program for the purchase of its products and services, at a
discounted rate, by employees of the other.

    


    ARTICLE
VI

    


    Subscriptions

    


    SECTION
6.01. Subscription;
Activations. Distributor shall instruct Customers to direct all potential
Subscribers to Sirius XM’s website or customer service department for the
activation of Sirius Receivers.

    


    SECTION
6.02. No Collection of
Fees. Distributor shall not provide financing for Subscriptions or
collect Subscription fees or other money due to Sirius XM from Subscribers. All
billing for Subscriptions shall be conducted by Sirius XM.

    


    SECTION
6.03. Changes.
Sirius XM may add, delete or modify the content, pricing, terms, conditions and
availability of the Sirius XM Service from time to time in its sole discretion.
Sirius XM shall notify Distributor of such changes and after the effective date
of such change, Distributor shall promptly modify or replace, and shall notify
its Customers of the need to modify or replace, point of sale materials as
necessary to reflect such changes.

    


    ARTICLE
VII

     

    Trademarks

    SECTION
7.01. Use of
Trademarks. Subject to the terms and conditions of this Agreement, Sirius
XM hereby grants Distributor the right to use Sirius XM’s service marks,
trademarks, logo, and other commercial symbols (the “Sirius XM Marks”).
Distributor shall use the Sirius XM Marks only in connection with the
performance of its obligations under this Agreement. Sirius XM shall provide
Distributor with logo and trademark usage specifications (such specifications,
as amended by Sirius XM from time to time in its sole discretion, the “Sirius XM Style
Guide”) which specify the permitted uses of the Sirius XM Marks. All uses
of the Sirius XM Marks shall be subject to Sirius XM’s prior written approval.
Distributor acknowledges Sirius XM’s ownership of, and exclusive right in the
Sirius XM Marks. Distributor acknowledges the validity of any trademark
registration relating to the Sirius XM Marks, and agrees that it will not claim
any right, title, or interest in or to the Sirius XM Marks. Upon termination or
expiration of this Agreement, Distributor shall promptly discontinue the use of
the Sirius XM Marks, except as expressly permitted pursuant to Section
9.01(c).

    


    ARTICLE
VIII

     

    Term

    SECTION
8.01. Term. The
term of this Agreement (the “Term”) shall commence
on the date hereof and shall extend until the second anniversary of the date
hereof.

    

      
        
           


        

        
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    ARTICLE
IX Termination

    SECTION
9.01. Termination. (a)
Either Party may immediately terminate this Agreement upon thirty days written
notice, if:

    


    (i) the other
Party becomes the subject of a bankruptcy petition filed in a court in any
jurisdiction, whether voluntary or involuntary (which petition, if involuntary,
is not dismissed within 90 days of such filing);

    


    (ii) a
receiver or a trustee is appointed for all or a substantial portion of the other
Party's assets;

     

    (iii) the other
Party makes an assignment for the benefit of its creditors; or

     

    (iv) the
other Party (the “Defaulting Party”)
breaches or fails to perform any material covenant or obligation contained in
this Agreement, or any representation or warranty made by the Defaulting Party
under this Agreement ceases to be true and correct in all material respects and
such breach, failure or cessation continues uncured for a period of thirty days
after the Defaulting Party receives notice thereof from the non-Defaulting
Party.

     

    (b)
Either Party may terminate this Agreement upon one-hundred eighty (180) days
written notice for any reason or no reason.

     

    SECTION
9.02. Effect of
Termination. (a) (i) Distributor shall be responsible for Sirius Product
warranty processing and costs associated with Customer-returned Sirius Product
for six (6) months following the date of termination; (ii) Sirius XM shall
continue purchasing eligible returns from Distributor during the six (6) month
period; and (iii) Sirius XM shall accept the transfer of all purchase orders
placed by Distributor to Authorized Manufacturers for Sirius Products that could
not be cancelled.

    (d) Sirius XM
and Distributor shall work together in good faith to facilitate an efficient
transition after the termination date in an effort to minimize any adverse
impact on Customers and Authorized Manufacturers. Sirius XM Backstop Inventory
and all other Sirius Product ordered by Distributor pursuant to a Backstop
Purchase Order shall promptly be transferred by Distributor to a U.S. location
designated by Sirius XM at Sirius XM’s cost, and Distributor and Sirius XM shall
promptly reconcile all monies due one another with respect to Sirius XM Backstop
Inventory. All Sirius Product ordered by Distributor pursuant to a Backstop
Purchase Order shall be purchased by Sirius XM at Distributor’s then-current
Landed Cost (unless already purchased pursuant to Section 2.10). Sirius XM may
at its sole discretion purchase any Sirius Product in Distributor’s inventory
that was not ordered by Distributor pursuant to a Backstop Purchase Order at
Distributor’s then-current Landed Cost.

    


    ARTICLE
X

     

    Representations and
Warranties

    SECTION
10.01. Representations
and Warranties of Sirius XM. Sirius XM represents and warrants to
Distributor that:

     

    (a)
Sirius XM is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware. Sirius XM has the power and authority
and all governmental licenses, authorizations, consents and approvals to perform
its obligations under this Agreement. Sirius XM is duly qualified as a foreign
corporation and in good standing under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification.

     

    (b) The
execution, delivery and performance by Sirius XM of this Agreement has been duly
authorized by all necessary corporate action, and does not and will not
contravene the terms of Sirius XM’s Amended and Restated Certificate of
Incorporation or Amended and Restated By-Laws, conflict with, or result in any
breach or contravention of, any contractual obligation to which Sirius XM is a
party or any order, injunction, writ or decree of any governmental authority to
which Sirius XM or its property is subject or violate any requirement of
law.

     

    (c) This
Agreement constitutes the legal, valid and binding obligation of Sirius XM,
enforceable against Sirius XM in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, or similar
laws affecting the enforcement of creditors' rights generally or by equitable
principles relating to enforceability.

     

    (d) Sirius XM
shall comply with all applicable laws, regulations and controls, including
customs, technology transfer, consumer protection, and import and export laws
and regulations.

    


     

    SECTION
10.02. Representations
and Warranties of Distributor. Distributor represents and warrants to
Sirius XM that:

     

    (a) Distributor
is a corporation duly organized, validly existing and in good standing under the
laws of Delaware. Distributor has the power and authority and all governmental
licenses, authorizations, consents and approvals to own its assets, carry on its
business and to execute, deliver and perform its obligations under this
Agreement.

     

    (b) The
execution, delivery and performance by Distributor of this Agreement has been
duly authorized by all necessary corporate action, and does not and will not
contravene the terms of Distributor’s charter or by-laws, conflict with, or
result in any breach or contravention of, any contractual obligation to which
Distributor is a party or any order, injunction, writ or decree of any
governmental authority to which Distributor or its property is subject or
violate any requirement of law.

     

    (c) This
Agreement constitutes the legal, valid and binding obligation of Distributor,
enforceable against Distributor in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, or similar
laws affecting the enforcement of creditors' rights generally or by equitable
principles relating to enforceability.

     

    


    (d) Distributor
shall comply with all applicable laws, regulations and controls, including
customs, technology transfer, consumer protection, and import and export laws
and regulations.

    



    
      
         


      

      
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    ARTICLE
XI

     

    Confidentiality; Delivery of
Information

    SECTION
11.01. General.
(a) All information furnished or disclosed by either Sirius XM or Distributor (a
“Disclosing
Party”) to the other (a “Receiving Party”)
which is (i) marked with a restrictive notice or otherwise designated in writing
as proprietary, (ii) stated to be proprietary at the time of disclosure or (iii)
would logically be considered confidential by virtue of its relation to the work
contemplated by this Agreement (collectively, "Information") shall be deemed the
property of the Disclosing Party and shall be returned (along with all copies
and other reproductions thereof) to the Disclosing Party promptly upon request.
All information provided to Distributor by Sirius XM which relates to the Sirius
XM Service, Sirius Receivers, Sirius Products or Sirius XM’s business plans,
results, forecasts or strategies shall be considered Information, whether or not
marked as provided above. Unless such Information: (i) was previously known to
the Receiving Party free of any obligation to keep it confidential, (ii) has
been or is subsequently made public by the Disclosing Party or a third party
under no obligation of confidentiality, or (iii) is independently developed by
the Receiving Party, then the Receiving Party shall, for a period ending three
years after the end of the Term, use the same degree of care, but no less than a
reasonable standard of care, as it uses with regard to its own proprietary
information to prevent disclosure, use or publication thereof. Except as set
forth in paragraph (b) below, Information furnished hereunder may be used by a
Receiving Party, its employees, agents, contractors and consultants, solely for
performance of its obligations under this Agreement and may be used for other
purposes only upon such terms and conditions as may be agreed upon by the
Disclosing Party in writing.

     

    (b) Neither
Sirius XM nor Distributor shall disclose any of the terms and conditions of this
Agreement without the prior written consent of the other Party unless such
disclosure is required by law. Notwithstanding the foregoing, each Party agrees
that the other may disclose this Agreement in its reports, registration
statements and other documents required to be filed with the SEC and may file
this Agreement as an exhibit to such reports and as otherwise may be required by
the rules and regulations of the SEC, any other applicable regulatory agencies
or any national securities exchange.

     

    (c) This
Section 11.01 shall survive the expiration or earlier termination of this
Agreement.

     

    ARTICLE
XII

     

    Indemnification; Limitation
On Liability; Insurance

    SECTION
12.01. Indemnification
by Distributor. Distributor shall indemnify and hold harmless Sirius XM,
its affiliates and their respective officers, directors and employees from and
against any and all third party claims and resulting damages, costs and other
liabilities and expenses (including reasonable attorneys’ fees and expenses)
arising out of or in connection with the breach by Distributor of any of its
representations, warranties or obligations hereunder.

    


    SECTION
12.02. Intellectual
Property Indemnification by Sirius XM. Sirius XM shall indemnify and hold
harmless Distributor, its affiliates and their respective officers, directors
and employees from and against any and all third party claims and resulting
damages, costs and other liabilities and expenses (including reasonable
attorneys’ fees and expenses) arising out of or in connection with third party
intellectual property infringement claims relating to Sirius Products or the
Sirius XM Service or a breach of any of its representations, warranties or
obligations hereunder provided that Sirius XM’s indemnification of Sirius
Product shall be limited to the Specifications developed by Sirius XM for the
Sirius Products and provided to the Authorized Manufacturer. “Specifications”
shall mean the descriptive material provided to Authorized Manufacturer in
writing itemizing the functional and operational requirements of the Sirius
Products and such other technical specifications, drawings and other
materials.

     

    SECTION
12.03. Limitation of
Liability. EXCEPT WITH RESPECT TO THE INDEMNIFICATION PROVISION SET FORTH
IN SECTIONS 12.01 AND 12.02 AND BREACH OF THE CONFIDENTIALITY PROVISIONS SET
FORTH IN SECTION 11.01, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL,
PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF THE OTHER PARTY,
WHETHER FORESEEABLE OR NOT AND WHETHER BASED ON NEGLIGENCE OR
OTHERWISE.

     

    SECTION
12.04. Insurance.
Distributor shall secure and maintain in full force and effect at all times the
following coverages during the Term and for two years thereafter and provide an
up to date certificate of insurance as evidence:

     

    (i) comprehensive
general liability insurance in the minimum amount $5,000,000 per occurrence,
with aggregate coverage of at least $5,000,000; and

     

    (ii) umbrella
insurance in the minimum amount $3,000,000 per claim, with aggregate coverage of
at least $5,000,000.

     

    (iii)
property insurance sufficient to fully insure the selling price of all Sirius
Products (including Sirius XM Backstop Inventory) providing coverage from all
risk perils including but not limited to fire, theft, earthquake, water, wind,
flood or other damage while in the possession of Distributor or others with whom
they entrust with the property at their location(s), or in transit to and from
other locations.

     

    Distributor
shall name Sirius XM as an additional insured and loss payee on each insurance
policy. Distributor shall ensure that each insurance policy contains an
endorsement deleting the condition thereof entitled “Other Insurance” as to any
insurance in force for or in the name of Sirius XM. Distributor shall ensure
that each insurance policy includes a provision requiring the insurance company
issuing such insurance policy to give Sirius XM prompt notice of any revision or
modification to any insurance policy affecting Sirius XM’s rights or any
cancellation of any such insurance policy. Deductibles for all such policies
shall not exceed amounts as agreed upon by Sirius XM and Distributor in writing.
Distributor shall, or shall cause its insurer


    
      
         


      

      
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    to, give
Sirius XM prompt notice of any revision or modification to any insurance policy
effecting Sirius XM’s rights or any cancellation of any such insurance
policy.

    


    SECTION
12.05. Survival. This
Article XII shall survive the expiration or earlier termination of this
Agreement.

    


    ARTICLE
XIII Miscellaneous

    SECTION
13.01. Notices.
All notices and other communications hereunder shall be in writing, shall be
delivered personally or by reputable international courier and shall be deemed
given upon receipt when delivered to the parties at the following addresses (or
at such other address for a party as shall be specified by like
notice):

     

    (a) if to
Sirius XM to:

     

    Sirius XM
Radio Inc.

    
      	
               
      

            	
              1221
      Avenue of the Americas 36th Floor

            


    

    New York,
New York 10020 Attention:General Counsel

    Facsimile
No.: (212) 584-5353

     

    (b) if to
Distributor, to:

     

    Audiovox
Electronics Corporation 150 Marcus Boulevard

    Hauppauge,
New York 11788 Attention:Thomas Malone

    Facsimile
No.: (631) 231-4006

    


    Notices
by e-mail or other means not expressly permitted by this Agreement shall be of
no force and effect under this Agreement.

     

    SECTION
13.02. Press
Release. Neither Party shall issue a press release or other public
announcement regarding this Agreement (or otherwise referencing the other Party)
without the prior written consent of the other Party unless same is required of
a Public Company, in which case the issuer shall provide the announcement to the
other party at least five (5) business days in advance (or shorter notice to the
extent required by SEC requirements or other laws) for its reasonable review and
comment prior to issuance.

     

    SECTION
13.03. Amendment. Neither
this Agreement nor any of the terms hereof may be amended, supplemented, waived
or modified except by an instrument in writing signed by the


    
      
         


      

      
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    Party
against which the enforcement of such amendment, supplement, waiver or
modification shall be sought.

     

    SECTION
13.04. Counterparts. This
Agreement may be executed in counterparts, all of which shall be considered one
and the same agreement, and shall become effective when one or more counterparts
have been signed by each of the Parties and delivered to the other
Party.

     

    SECTION
13.05. Entire
Agreement. This Agreement constitutes the entire agreement and supersedes
all prior agreements and understandings, both written and oral, among the
Parties with respect to the subject matter hereof.

     

    SECTION
13.06. Governing
Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York, regardless of principles of conflicts
of laws that may require the application of the laws of another
jurisdiction.

     

    SECTION
13.07. Amicable
Resolutions. The Parties will endeavor to resolve amicably any dispute
arising out of this Master Agreement within thirty (30) days of receipt of
notice of such dispute. If the Parties are unable to resolve such dispute within
such thirty (30) day period, then the Parties may refer the dispute to their
respective senior management teams. If the Parties’ senior management teams are
unable to agree upon a mutually acceptable resolution within an additional
thirty (30) day period, then the dispute will be resolved in accordance with the
provisions of Section 13.08.

     

    SECTION
13.08. Arbitration. (a) All
disputes arising in connection with this agreement which are not resolved
pursuant to clauses in this agreement shall be submitted by either party to
binding arbitration administered JAM S/Endispute (or such alternative dispute
resolution service provided as may be agreed upon by the parties, the
“Arbitration Entity”) in accordance with such entity’s expedited arbitration
rules. The parties intend arbitration under Section 13.07 to be binding and
subject to the Federal Arbitration Act, 9 U.S.C.A.

     

    (b) The
arbitration proceedings will take place in a location mutually agreed upon by
the Parties and will be conducted in English. In the event that the Parties
cannot agree upon a location within thirty (30) days of the initiation of the
arbitration process, the arbitration will take place in New York
City.

     

    (c) The
Parties will jointly determine the number of arbitrators and the method for
selection of the arbitrator(s). If, within thirty (30) days of the initiation of
the arbitration process, the Parties are unable to agree on the number of
arbitrators, the method for selection of the arbitrator(s) or the appointment of
the arbitrator(s), the Parties will seek assistance in such regard from the
Arbitration Entity. The arbitrator(s) shall render a written decision within
thirty (30) days after submissions of all materials and evidence by the
Parties.

     

    (d)            
Nothing in this Section 13.08 will preclude either Party from seeking equitable
relief from a court for the other Party’s breach of its obligations specified in
Article X.


    
      
         


      

      
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    (e)            Pending
resolution of a dispute under this Section 13.08, each Party will, unless the
other Party otherwise directs, fulfill all of its obligations under this
Agreement and the Schedules.

    


    SECTION
13.09. Assignment. Neither
this Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by Sirius XM or Distributor (whether by operation of law or
otherwise) without the prior written consent of the other Party.

    


    SECTION
13.10. Severability. If any
term or other provision of this Agreement is invalid, illegal or incapable of
being enforced by any rule of law or public policy, all other terms, conditions
and provisions of this Agreement shall nevertheless remain in full force and
effect.

    


    SECTION
13.11. Waiver.
The failure of a Party to insist upon strict adherence to any term of this
Agreement on any occasion shall not be considered a waiver nor shall it deprive
such Party of the right thereafter to insist upon strict adherence to such term
or any other term of this Agreement. Any waiver, permit, consent or approval of
any kind or character must be in writing, signed by a senior officer of the
applicable Party and shall be effective only to the extent specifically set
forth therein.

     

    SECTION
13.12. Force
Majeure. Any delay or failure by either Party to perform its obligations
under this Agreement shall be excused if and to the extent caused by occurrences
beyond such Party’s reasonable control, including decrees or restraints of
governments, floods, earthquakes, other acts of God, strikes or similar labor
disturbances.

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.

     

    SIRIUS XM
RADIO INC.

    


    


    By: s/Robert F.
Law

    Robert F.
Law

     Group
Vice President and General Manager, After Market Division

    


    AUDIOVOX
ELECTRONICS CORPORATION

    


    


    
      	
               
      

            	
              By:
      s/Thomas C.
      Malone                                          

              Thomas
      C. Malone

            


    

    President


    
      
         


      

      
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      A

            


    

    


    
      	
               
      

            	
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      Name

            	
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      Corp ID

            
	
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    [***]
– CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.  CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS


    
      
         


      

      
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              ***

            	
              ***

            	 
      


    

    


    [***]
– CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.  CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS


    
      
         


      

      
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              ***

            	
              ***

            
	
              ***

            	
              ***

            
	
              ***

            	
              ***

            
	
              ***

            	
              ***

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [***] – CERTAIN
INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

     

    



    
      
         


      

      
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    EXHIBIT
B

    


    Sirius
Products

    


    
      	
              Model

            	
              UPC
      #

            	
              Landed
      Cost

            	
              Name

            	
              Product
      Description

            
	
              SL2PK1

            	
              884720009815

            	
              ***

            	
              Stiletto
      2

            	
              Sirius
      Stiletto 2 Live Personal Radio

            
	
              SP5TK1

            	
              884720010521

            	
              ***

            	
              Sportster
      5

            	
              Sirius
      Sportster 5 Dock & Play Radio w/Car Kit

            
	
              ST5TK1

            	
              884720011085

            	
              ***

            	
              Starmate
      5

            	
              Sirius
      Starmate 5 Dock & Play Radio w/Car Kit

            
	
              SV5TK1

            	
              884720011146

            	
              ***

            	
              Stratus
      5

            	
              Sirius
      Stratus 5 Dock & Play Radio w/Car Kit

            
	
              SI2TK1

            	
              884720010675

            	
              ***

            	
              InV
      2

            	
              Sirius
      InV 2 Satellite Radio w/Car Kit

            
	
              SCC1

            	
              884720007040

            	
              ***

            	 
      	
              SiriusConnect
      Vehicle Tuner

            
	
              SCV1

            	
              884720007125

            	
              ***

            	 
      	
              Sirius
      Backseat Video Tuner

            
	
              SIRALP10T

            	
              884720001116

            	
              ***

            	 
      	
              SiriusConnect
      Radio Plus Traffic Tuner [Alpine]

            
	
              SI
      RPAN1

            	
              884720001123

            	
              ***

            	 
      	
              SiriusConnect
      [Panasonic]

            
	
              SI
      RG M1

            	
              884720001079

            	
              ***

            	 
      	
              SiriusConnect
      [GM-compatible]

            
	
              SIRSC10T

            	
              884720007132

            	
              ***

            	 
      	
              SiriusConnect
      Universal Radio/Traffic Tuner

            
	
              SCH2P

            	
              884720007200

            	
              ***

            	 
      	
              Home
      Tuner for Custom Install

            
	
              SCH1

            	
              884720007019

            	
              ***

            	 
      	
              SiriusConnect
      Home Tuner

            
	
              SLV2

            	
              884720009914

            	
              ***

            	 
      	
              Sirius
      Stiletto 2 Live Personal Radio Vehicle Kit

            
	
              SLH2

            	
              884720009969

            	
              ***

            	 
      	
              Sirius
      Stiletto 2 Live Personal Radio Home Kit

            
	
              SLEX2

            	
              884720019036

            	
              ***

            	 
      	
              Sirius
      Stiletto Universal Executive System

            
	
              SUPV1

            	
              884720010019

            	
              ***

            	 
      	
              Sirius
      Universal Plug & Play Vehicle Kit

            
	
              SUPH1

            	
              884720010026

            	
              ***

            	 
      	
              Sirius
      Universal Plug & Play Home Kit

            
	
              SUBX2

            	
              884720011276

            	
              ***

            	 
      	
              Sirius
      Universal Plug & Play Boombox

            
	
              SCVDOC1

            	
              884720007156

            	
              ***

            	 
      	
              SiriusConnect
      Plug & Play Dock

            
	
              SCHDOC1

            	
              884720007231

            	
              ***

            	 
      	
              SiriusConnect
      Home Dock

            
	
              SCHDOC1P

            	
              884720007248

            	
              ***

            	 
      	
              SiriusConnect
      Home Dock Pro Kit

            
	
              SNYSC1

            	
              884720001185

            	
              ***

            	 
      	
              SiriusConnect
      Sony Interface Translator

            
	
              The
      following Products are listed only to the extent that as of the date of
      the Agreement, these models were still eligible for return by Customers
      but are not models to be newly sold by Distributor pursuant to the
      Agreement.

            
	
              S50AB1

            	
              884720009099

            	
              ***

            	 
      	
              Sirius
      S50 Arm Band

            
	
              S50C1

            	
              884720009020

            	
              ***

            	 
      	
              Sirius
      S50 Car Kit

            
	
              S50EX1

            	
              884720009044

            	
              ***

            	 
      	
              Sirius
      S50 Executive System

            
	
              S50H1

            	
              884720009037

            	
              ***

            	 
      	
              Sirius
      S50 Home Dock

            
	
              S50RH1

            	
              884720009082

            	
              ***

            	 
      	
              Sirius
      S50 Replacement Ear Buds

            
	
              S50SB1

            	
              884720009075

            	
              ***

            	 
      	
              Sirius
      S50 Spare Battery

            
	
              SCC1M

            	
              884720007149

            	
              ***

            	 
      	
              SiriusConnect
      Vehicle Tuner for Marine (no antenna)

            
	
              SCC1ML

            	
              884720007194

            	
              ***

            	 
      	
              SiriusConnect
      Vehicle Tuner for Marine with long SC cable (no
antenna)

            
	
              SCH1P1

            	
              884720007026

            	
              ***

            	 
      	
              SiriusConnect
      Home Tuner Pro Kit Bundle

            
	
              SCH1P2

            	
              884720007033

            	
              ***

            	 
      	
              SiriusConnect
      Home Tuner Pro Kit Bundle w/RS232 Interface

            
	
              SCH
      1W

            	
              884720007088

            	
              ***

            	
              Conductor

            	
              Sirius
      Conductor Tuner w/LCD Remote

            
	
              SCVDOC1M

            	
              884720007170

            	
              ***

            	 
      	
              SiriusConnect
      Special Markets Vehicle Dock

            
	
              SI
      RKEN 1S

            	
              884720001062

            	
              ***

            	 
      	
              SiriusConnect
      [Kenwood] BULK/NO ANT

            
	
              SI
      RSNY1

            	
              884720001086

            	
              ***

            	 
      	
              SiriusConnect
      [SONY]

            
	
              SIRSNY1M

            	
              884720001147

            	
              ***

            	 
      	
              SiriusConnect
      [SONY] MARINE/NO ANT

            
	
              SL100TK1

            	
              884720009709

            	
              ***

            	
              Stiletto
      100

            	
              Sirius
      Stiletto 100 Live Personal Radio

            
	
              SLEX1

            	
              884720009471

            	
              ***

            	 
      	
              Sirius
      Stiletto 10/100 Live Personal Radio Executive System

            
	
              SLH1

            	
              884720009464

            	
              ***

            	 
      	
              Sirius
      Stiletto 10/100 Live Personal Radio Home Kit

            
	
              SLSB1

            	
              884720009488

            	
              ***

            	 
      	
              Stiletto
      Slim Battery

            


    

    


    


    [***] – CERTAIN
INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

    



    
      
         


      

      
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              SLV1

            	
              884720009457

            	
              ***

            	 
      	
              Sirius
      Stiletto 10/100 Live Personal Radio Vehicle Kit

            
	
              SP3TK1

            	
              884720010187

            	
              ***

            	
              Sportster
      3

            	
              Sirius
      Sportster 3 Dock & Play Radio w/Car Kit

            
	
              SP3TK1VP

            	
              884720010224

            	
              ***

            	
              Sportster
      3 bundle

            	
              Sirius
      Sportster 3 Dock & Play Radio w/Car and Home Kits

            
	
              SP4TK1

            	
              884720010002

            	
              ***

            	
              Sportster
      4

            	
              Sirius
      Sportster 4 Dock & Play Radio w/Car Kit

            
	
              SP4TK1VP

            	
              884720010439

            	
              ***

            	
              Sportster
      4 bundle

            	
              Sirius
      Sportster 4 Dock & Play Radio w/Car and Home Kits

            
	
              ST3TK1

            	
              884720010347

            	
              ***

            	
              Starmate
      3

            	
              Sirius
      Starmate 3 Dock & Play Radio w/Car Kit

            
	
              ST4TK1

            	
              884720010309

            	
              ***

            	
              Starmate
      4

            	
              Sirius
      Starmate 4 Dock & Play Radio w/Car Kit

            
	
              ST4TK1TS3

            	
              884720011313

            	
              ***

            	
              Starmate
      4 holiday pack

            	
              Sirius
      Starmate 4 Dock & Play Radio Holiday Pack

            
	
              STC2

            	 
      	
              ***

            	 
      	
              Sirius
      Starmate Replay Vehicle Kit

            
	
              STH2

            	
              884720006128

            	
              ***

            	 
      	
              Sirius
      Starmate Replay Home Kit

            
	
              SUBX1

            	
              884720010033

            	
              ***

            	 
      	
              Sirius
      Universal Plug & Play Boombox

            
	
              SUHC1

            	
              884720010040

            	
              ***

            	 
      	
              Sirius
      Universal Home Connect Dock

            
	
              SV3TK1

            	
              884720010361

            	
              ***

            	
              Stratus

            	
              Sirius
      Stratus Dock & Play Radio w/Car Kit

            
	
              SV4TK1

            	
              884720010613

            	
              ***

            	
              Stratus
      4

            	
              Sirius
      Stratus 4 Dock & Play Radio w/Car
Kit

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [***] – CERTAIN
INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

     

    



    
      
         


      

      
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    EXHIBIT
C

     

    Cosmetic Standards for
Returned Products

     

    This
Exhibit describes acceptance standards for Sirius Products returned to Customers
by consumers and subsequently to Distributor by Customers. Sirius Products with
defects described under Acceptable Defects may be accepted for return by
Distributor and will be subject to the terms and conditions of Section 2.12.
Sirius Products with defects described under Rejection Defects shall be rejected
for return by Distributor. Sirius XM will consider such Sirius Product to be
non-compliant with the terms of Section 2.11.

     

    Acceptable
Defects

     

    Scratch
marks generally less than two inches (2”) long. A scratch is considered to be a
surface imperfection (thin line shape) which may appear randomly on the surface
and results from normal wear and tear. Depth is not measurable.

     

    Scuff
marks generally less than one inch (1”) square. A scuff mark is considered to be
a surface imperfection caused by rubbing or abrasion across an area which may
appear randomly on the surface and results from normal wear and tear. Depth is
not measurable.

     

    Isolated
missing or damaged button, knob, switch or cosmetic part. An isolated missing or
damaged part is considered to be a singular failure or wear created by normal
operation or use.

     

    Rejection
Defects

     

    Cracked
display, lens or housing. A crack is defined as an easily visible break or gouge
that breaches the display or housing surface and appears to be caused by abuse,
misuse or violent action.

     

    Clustered
missing or damaged buttons, knobs or cosmetic parts. Clustered missing or
damaged parts are considered to be multiple non-random defects that appear to
have been caused by abuse, misuse or violent action.

     

    Missing
ESN label. The ESN label on the rear surface of a Sirius Receiver must be
present.

     

    Paint or
foreign material damage. Paint or foreign material damage is considered to be
any discoloration or damage to the surface finish caused by the application of
paint, chemical or adhesive to that cannot be removed by simple rubbing of the
affected area. The presence of any foreign label or sticker is considered cause
for rejection.


    
      
         


      

      
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    EXHIBIT
D

     

    Consumable Parts and
Accessories

     

    Manuals
(User’s Guide, Quick Start Guide, Accessory Guide)

    CD kit
(on applicable models)

    Labels

    Stickers

    Silica
gel packs Alcohol wipes Earbuds

    Screw
packs Adhesive tape Packaging materials

    Generic
batteries (AA, AAA, button type only) —Does not include batteries for
portable

    products
such as Stiletto and S50

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


     

    



    
      
         


      

      
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    EXHIBIT
E

    (Page 1
of 6)

     

    Material Parts
Cost

     

    Items
preceded with an asterisk(*) are for parts reference only but are not required
for return to Sirius XM in order to be considered a complete kit and will not be
assessed a missing parts charge.

     

    
      	
              Receiver
      SKU

            	
              Description

            	
              Unit
      Cost

            
	
              SP3TK1

            	
              Universal
      Suction Cup Mount (EIM4)

            	
              ***

            
	
              Dot
      Antenna

            	
              ***

            
	
              FM
      Extension Antenna (FEA25A or FEA25E)

            	
              ***

            
	
              Universal
      Car Cradle

            	
              ***

            
	
              Standard
      5v CLA - Plug & Play Radios

            	
              ***

            
	
              Sportster3
      / Starmate3 IR Remote w/ battery

            	
              ***

            
	
              *FM
      Extension Antenna (FEA25A or FEA25E)

            	
              ***

            
	
              *Vent
      Clip Kit

            	
              ***

            
	
              SP4TK1

            	
              Universal
      Suction Cup Mount (EIM4)

            	
              ***

            
	
              Dot
      Antenna

            	
              ***

            
	
              Universal
      Car Cradle

            	
              ***

            
	
              Standard
      5v CLA - Plug & Play Radios

            	
              ***

            
	
              Sportster3
      / Starmate3 IR Remote w/ battery

            	
              ***

            
	
              *FM
      Extension Antenna (FEA25A or FEA25D)

            	
              ***

            
	
              *Vent
      Clip Kit

            	
              ***

            
	
              SP5TK1

            	
              Universal
      Suction Cup Mount (EIM4)

            	
              ***

            
	
              Dot
      Antenna

            	
              ***

            
	
              UC8
      Car Cradle

            	
              ***

            
	
              Standard
      5v CLA - Plug & Play Radios

            	
              ***

            
	
              Sportster5
      / Starmate5 IR Remote w/ battery

            	
              ***

            
	
              *FM
      Extension Antenna FEA25A

            	
              ***

            
	
              *Vent
      Clip Kit

            	
              ***

            
	
              ST3TK1

            	
              Universal
      Suction Cup Mount (EIM4)

            	
              ***

            
	
              Dot
      Antenna

            	
              ***

            
	
              Universal
      Car Cradle

            	
              ***

            
	
              Standard
      5v CLA - Plug & Play Radios

            	
              ***

            
	
              Sportster3
      / Starmate3 IR remote w/ battery

            	
              ***

            
	
              *FM
      Extension Antenna (FEA25A or FEA25C)

            	
              ***

            
	
              *Vent
      Clip Kit

            	
              ***

            
	
              *Docking
      Station Adapter

            	
              ***

            


    

    [***]
– CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.  CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

     


    
      
         


      

      
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              ST4TK1

            	
              Universal
      Suction Cup Mount (EIM4)

            	
              ***

            
	
              Dot
      Antenna

            	
              ***

            
	
              Universal
      Car Cradle

            	
              ***

            
	
              Standard
      5v CLA - Plug & Play Radios

            	
              ***

            
	
              Sportster4
      / Starmate4 IR Remote w/ battery

            	
              ***

            
	
              *FM
      Extension Antenna (FEA25A or FEA25C)

            	
              ***

            
	
              *Vent
      Clip Kit

            	
              ***

            
	
              *Docking
      Station Adapter

            	
              ***

            
	
              ST5TK1

            	
              Universal
      Suction Cup Mount (EIM4)

            	
              ***

            
	
              Dot
      Antenna

            	
              ***

            
	
              UC
      – 8 Universal Car Cradle

            	
              ***

            
	
              Standard
      5v CLA - Plug & Play Radios

            	
              ***

            
	
              Sportster5
      / Starmate5 IR Remote w/ battery

            	
              ***

            
	
              *FM
      Extension Antenna FEA25A

            	
              ***

            
	
              *Vent
      Clip Kit

            	
              ***

            
	
              SI2TK1

            	
              Dot
      Antenna

            	
              ***

            
	
              Standard
      5v CLA - Plug & Play Radios w/FERRITE

            	
              ***

            
	
              *FM
      Extension Antenna FEA25A

            	
              ***

            
	
              *Stratus
      and InV Car Mounting Bracket (adhesive)

            	
              ***

            
	
              SV2TK1

            	
              Dot
      Antenna

            	
              ***

            
	
              Standard
      5v CLA - Plug & Play Radios w/FERRITE

            	
              ***

            
	
              *FM
      Extension Antenna FEA25A

            	
              ***

            
	
              *Stratus
      and InV Car Mounting Bracket (adhesive)

            	
              ***

            
	
              SV3TK1

            	
              Dot
      Antenna

            	
              ***

            
	
              Stratus
      Car Dock

            	
              ***

            
	
              Standard
      5v CLA - Plug & Play Radios w/FERRITE

            	
              ***

            
	
              *FM
      Extension Antenna (FEA25A or FEA25C)

            	
              ***

            
	
              *Vent
      Clip Kit

            	
              ***

            
	
              *Stratus
      and InV Car Mounting Bracket (adhesive)

            	
              ***

            
	
              SV4TK1

            	
              Dot
      Antenna

            	
              ***

            
	
              UC
      – 8 Car Dock

            	
              ***

            
	
              Standard
      5v CLA - Plug & Play Radios

            	
              ***

            
	
              *FM
      Extension Antenna FEA25A

            	
              ***

            
	
              *Vent
      Clip Kit

            	
              ***

            
	
              *Stratus
      and InV Car Mounting Bracket (adhesive)

            	
              ***

            


    

    


    


    [***]
– CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.  CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

    


    



    
      
         


      

      
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              SV5TK1

            	
              Dot
      Antenna

            	
              ***

            	 
      
	
              UC
      – 8 Car Dock

            	
              ***

            	 
      
	
              Standard
      5v CLA - Plug & Play Radios

            	
              ***

            	 
      
	
              *FM
      Extension Antenna FEA25A

            	
              ***

            	 
      
	
              *Vent
      Clip Kit

            	
              ***

            	 
      
	
              *Stratus
      and InV Car Mounting Bracket (adhesive)

            	
              ***

            	 
      
	 
      	
              SL10PK1

            	
              Stiletto
      Standard Battery

            	
              ***

            
	 
      	
              Stiletto
      Slim Battery

            	
              ***

            
	 
      	
              Stiletto
      Antenna Headphones

            	
              ***

            
	 
      	
              Stiletto
      USB Cable

            	
              ***

            
	 
      	
              Stiletto
      AC Adapter

            	
              ***

            
	 
      	
              SL100PK1

            	
              Stiletto
      Standard Battery

            	
              ***

            
	 
      	
              Stiletto
      Slim Battery

            	
              ***

            
	 
      	
              Stiletto
      Antenna Headphones

            	
              ***

            
	 
      	
              Stiletto
      USB Cable

            	
              ***

            
	 
      	
              Stiletto
      AC Adapter

            	
              ***

            
	 
      	
              SL2PK1

            	
              Stiletto
      2 Battery

            	
              ***

            
	 
      	
              Stiletto
      2 Antenna Headphones

            	
              ***

            
	 
      	
              Stiletto
      2 USB Cable

            	
              ***

            
	 
      	
              Stiletto
      2 AC Adapter

            	
              ***

            
	 
      	
              SCC1

            	
              Satellite
      Mini Car Antenna

            	
              ***

            
	 
      	
              Sirius
      Connect Interface Cable (Male/Male)

            	
              ***

            
	 
      	
              SCV1

            	
              Display
      Control Unit (DCU)

            	
              ***

            
	 
      	
              Sirius
      Connect Cable, 8PIN DIN cable 4.5 Meter

            	
              ***

            
	 
      	
              3-to-3
      AV RCA CABLE 2.5Meter (Audio + Video)

            	
              ***

            
	 
      	
              2-to-2
      AV RCA CABLE 4.5Meter (Audio Only)

            	
              ***

            
	 
      	
              Power
      Cable Harness, 4P PWR Cable 4.5 Meter

            	
              ***

            
	 
      	
              IR
      Receiver Cable

            	
              ***

            
	 
      	
              Satellite
      Car Antenna, (QTY: 2)

            	
              ***

            
	 
      	
              Kids
      Remote Control

            	
              ***

            
	 
      	
              Main
      Remote Control (SP3 type)

            	
              ***

            


    

    


    


    


    


    [***] – CERTAIN
INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

    


    



    
      
         


      

      
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              SUPV1

            	
              Universal
      Suction Cup Mount (EIM4)

            	
              ***

            
	
              Dot
      Antenna

            	
              ***

            
	
              Universal
      Car Cradle

            	
              ***

            
	
              Standard
      5v CLA - Plug & Play Radios

            	
              ***

            
	
              *FM
      Extension Antenna FEA25A

            	
              ***

            
	
              *Vent
      Clip Kit

            	
              ***

            
	
              *Docking
      Station adapter

            	
              ***

            
	
              SUPH1

            	
              Universal
      Home Cradle

            	
              ***

            
	
              Home
      Antenna

            	
              ***

            
	
              Standard
      5v AC Adaptor

            	
              ***

            
	
              *RCA
      Audio Cable

            	
              ***

            
	
              SCH1

            	
              Home
      Antenna

            	
              ***

            
	
              AC
      adapter – 5.2V, 1A

            	
              ***

            
	
              Sirius
      Connect cable, DIN-8 male to DIN-8 male, 0.75 Meter

            	
              ***

            
	
              SCH1W

            	
              Conductor
      Remote control

            	
              ***

            
	
              Home
      Antenna

            	
              ***

            
	
              AC
      Adapter – 5.2V, 1A

            	
              ***

            
	
              *IR
      Blaster Cable

            	
              ***

            
	
              *RCA
      Stereo Audio Cable – 1 Meter

            	
              ***

            
	
              SCVDOC1

            	
              SCVDOC1
      - Sirius Connect Dock

            	
              ***

            
	
              8
      Pin DIN Sirius Connect cable

            	
              ***

            
	
              Dot
      Antenna

            	
              ***

            
	
              *Rubber
      Feet & Grommet (feet Qty:4. Grommet Qty: 1)

            	
              ***

            
	
              *Radio
      Adapter 1 (SP5, ST3, ST4, SV3, SV4) - Pre Installed

            	
              ***

            
	
              *Radio
      Adapter 2 (SP3, SP4)

            	
              ***

            
	
              *Radio
      Adapter 3 (SL10, SL100)

            	
              ***

            
	
              *Radio
      Adapter 4 (SL2)

            	
              ***

            
	
              *Stick
      on mount

            	
              ***

            
	
              SCHDOC1

            	
              SCHDOC1
      - Sirius Connect Dock (W/Mounting Bkt)

            	
              ***

            
	
              Sirius
      Connect cable, DIN-8 male to DIN-8 male, 0.75 Meter

            	
              ***

            
	
              Home
      Antenna

            	
              ***

            
	
              AC
      Adapter

            	
              ***

            
	
              *Radio
      Adapter 1 (SP5, ST3, ST4, SV3, SV4) - Pre Installed

            	
              ***

            
	
              *Radio
      Adapter 2 (SP3, SP4)

            	
              ***

            
	
              *Radio
      Adapter 3 (SL10, SL100)

            	
              ***

            
	
              *Radio
      Adapter 4 (SL2)

            	
              ***

            


    

    


    


    


    [***] – CERTAIN
INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

    


    


    
      
         

      

      
        25

        
          

        

      

      
        Execution Copy

      

    

    


    
      	
              SCH1P2

            	
              AC
      Adapter, 5.2VDC @ 1A (straight plug)

            	
              ***

            
	
              Outdoor
      dish-mount antenna with F connector

            	
              ***

            
	
              F-SMB
      adapter cable

            	
              ***

            
	
              DIN-8
      to RS232/RCA breakout cable

            	
              ***

            
	
              *Antenna
      mounting hardware pack

            	
              ***

            
	
              *RF
      splitter (F connectors)

            	
              ***

            
	
              SIRALP10T

            	
              Satellite
      Mini Car Antenna

            	
              ***

            
	
              Power
      Harness

            	
              ***

            
	
              Data
      Cable

            	
              ***

            
	
              Audio
      Cable

            	
              ***

            
	
              SIRPAN1

            	
              Satellite
      Mini Car Antenna

            	
              ***

            
	
              Power
      Harness

            	
              ***

            
	
              Audio
      Cable

            	
              ***

            
	
              SUHC1

            	
              Home
      Antenna

            	
              ***

            
	
              SUHC1
      Dock w/ 8 Pin Connector

            	
              ***

            
	
              Din8
      – Din8 Cable

            	
              ***

            
	
              *Audio
      Cable

            	
              ***

            
	
              SIRSNY1

            	
              Satellite
      Mini Car Antenna

            	
              ***

            
	
              Power
      Harness

            	
              ***

            
	
              Audio
      Cable

            	
              ***

            
	
              *RCA
      Cable

            	
              ***

            
	
              SUBX1

            	
              Home
      Antenna

            	
              ***

            
	
              3
      amp AC/DC Power Supply

            	
              ***

            
	
              AC
      Line Cord

            	
              ***

            
	
              SUBX2

            	
              Home
      Antenna

            	
              ***

            
	
              3
      amp AC/DC Power Supply

            	
              ***

            
	
              AC
      Line Cord

            	
              ***

            
	
              SLEX1

            	
              Home
      Antenna

            	
              ***

            
	
              3
      amp AC/DC Power Supply

            	
              ***

            
	
              AC
      Line Cord

            	
              ***

            
	
              Remote
      Control Stiletto

            	
              ***

            
	
              Wall
      Mount

            	
              ***

            
	
              SLEX2

            	
              Home
      Antenna

            	
              ***

            
	
              3
      amp AC/DC Power Supply

            	
              ***

            
	
              AC
      Line Cord

            	
              ***

            
	
              Remote
      Control Stiletto

            	
              ***

            
	
              Wall
      Mount

            	
              ***

            


    

    


    


    [***] – CERTAIN
INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


    
      
         


      

      
        26

        
          

        

      

      
         


        
          Execution
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              SLV1

            	
              Dot
      Antenna

            	
              ***

            
	
              CLA
      5V

            	
              ***

            
	
              Stiletto
      2 Car Dock

            	
              ***

            
	
              Remote
      Control Stiletto

            	
              ***

            
	
              PanaVise
      Mount

            	
              ***

            
	
              *FM
      Extension Antenna EA25A

            	
              ***

            
	
              *Vent
      Mount

            	
              ***

            
	
              SLH1

            	
              Home
      Antenna

            	
              ***

            
	
              Stiletto
      2 Home Dock

            	
              ***

            
	
              AC
      / DC adapter 5V / 2.5 Amp

            	
              ***

            
	
              Remote
      Control Stiletto

            	
              ***

            
	
              SLV2

            	
              Dot
      Antenna

            	
              ***

            
	
              CLA
      5V

            	
              ***

            
	
              Stiletto
      2 Car Dock

            	
              ***

            
	
              Remote
      Control Stiletto

            	
              ***

            
	
              PanaVise
      Mount

            	
              ***

            
	
              *FM
      Extension Antenna EA25A

            	
              ***

            
	
              *Vent
      Mount

            	
              ***

            
	
              SLH2

            	
              Home
      Antenna

            	
              ***

            
	
              Stiletto
      2 Home Dock

            	
              ***

            
	
              AC
      / DC adapter 5V / 2.5 Amp

            	
              ***

            
	
              Remote
      Control Stiletto

            	
              ***

            
	
              SIRKEN1S

            	
              Power
      Harness

            	
              ***

            
	
              Audio
      Cable

            	
              ***

            
	
              SIRGM1

            	
              Satellite
      Mini Car Antenna

            	
              ***

            
	
              Power
      Harness

            	
              ***

            
	
              Audio
      Cable

            	
              ***

            
	
              SIRSNY1M

            	
              Power
      Harness

            	
              ***

            
	
              Audio
      Cable

            	
              ***

            
	
              SCHDOC1P

            	
              SCHDOC1
      - Sirius Connect Dock (W/Mounting Bkt)

            	
              ***

            
	
              Sirius
      Connect cable, DIN-8 male to DIN-8 male, 0.75 Meter

            	
              ***

            
	
              AC
      Adapter

            	
              ***

            
	
              *Radio
      Adapter 1 (SP5, ST3, ST4, SV3, SV4) - Pre Installed

            	
              ***

            
	
              *Radio
      Adapter 2 (SP3, SP4)

            	
              ***

            
	
              *Radio
      Adapter 3 (SL10, SL100)

            	
              ***

            
	
              *Radio
      Adapter 4 (SL2)

            	
              ***

            


    

    


    


    [***]
– CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.  CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


    
      
         


      

      
        27

        
          

        

      

      
         


        
          Execution
Copy

        

      

    


    


    
      	
              SCVDOC1M

            	
              SCVDOC1
      - Sirius Connect Dock

            	
              ***

            
	
              8
      Pin DIN Sirius Connect cable

            	
              ***

            
	
              *Rubber
      Feet & Grommet (feet Qty:4. Grommet Qty: 1)

            	
              ***

            
	
              *Radio
      Adapter 1 (SP5, ST3, ST4, SV3, SV4) - Pre Installed

            	
              ***

            
	
              *Radio
      Adapter 2 (SP3, SP4)

            	
              ***

            
	
              *Radio
      Adapter 3 (SL10, SL100)

            	
              ***

            
	
              *Radio
      Adapter 4 (SL2)

            	
              ***

            
	
              *Stick
      on mount

            	
              ***

            
	
              SCC1M

            	
              Sirius
      Connect Interface Cable (Male/Male)

            	
              ***

            
	
              SCC1ML

            	
              Sirius
      Connect Interface Cable (Male/Male)

            	
              ***

            
	
              SP4TK1VP

            	
              Universal
      Suction Cup Mount (EIM4)

            	
              ***

            
	
              Dot
      Antenna

            	
              ***

            
	
              Universal
      Car Cradle

            	
              ***

            
	
              Standard
      5v CLA - Plug & Play Radios

            	
              ***

            
	
              Sportster3
      / Starmate3 IR Remote w/ battery

            	
              ***

            
	
              *FM
      Extension Antenna (FEA25A or FEA25D)

            	
              ***

            
	
              Universal
      Home Cradle

            	
              ***

            
	
              *Vent
      Clip Kit

            	
              ***

            
	
              Home
      Antenna

            	
              ***

            
	
              Standard
      5v AC Adaptor

            	
              ***

            
	
              *RCA
      Audio Cable

            	
              ***

            
	
              SCH1P1

            	
              AC
      Adapter, 5.2VDC @ 1A (straight plug)

            	
              ***

            
	
              Outdoor
      dish-mount antenna with F connector

            	
              ***

            
	
              F-SMB
      adapter cable

            	
              ***

            
	
              DIN-8
      to RS232/RCA breakout cable

            	
              ***

            
	
              *Antenna
      mounting hardware pack

            	
              ***

            
	
              *RF
      splitter (F connectors)

            	
              ***

            
	
              SCH1P2

            	
              RS232
      adapter

            	
              ***

            
	
              AC
      Adapter, 5.2VDC @ 1A (straight plug)

            	
              ***

            
	
              Outdoor
      dish-mount antenna with F connector

            	
              ***

            
	
              F-SMB
      adapter cable

            	
              ***

            
	
              DIN-8
      to RS232/RCA breakout cable

            	
              ***

            
	
              *Antenna
      mounting hardware pack

            	
              ***

            
	
              *RF
      splitter (F connectors)

            	
              ***

            


    

    


    


    


    [***]
– CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.  CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

    



    
      
         


      

      
        28

        
          

        

      

      
         


        
          Execution
Copy

        

      

    


    EXHIBIT
F

     

    Territory

     

    Territory
is defined as the 48 contiguous United States which excludes Hawaii and
Alaska.


    
      
         


      

      
        29

        
          

        

      

      
         


        
          Execution
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    EXHIBIT
G

    Reports

    Set forth
below is a description of the reports to be provided by Distributor to Sirius
XM. Each such report shall be provided in an electronic format designated by
Sirius XM, and shall be certified by an officer of Distributor.

     

    1. Within
five (5) Business Days of the end of each calendar month (or bi-monthly as the
parties may mutually agree) and five (5) Business Days of the end of each Sunday
to Saturday week period, Distributor shall provide a report to Sirius XM
identifying;

     

    (a) the
quantity of Sirius Products received from factories during the previous period,
broken out by model,

     

    (b) the
quantity of Sirius Products in-transit from factories at the end of the previous
period, broken out by model,

     

    (c) the
quantity of Sirius Products shipped to Customers during the previous period,
broken out by model and Customer,

     

    (d) the
quantity of all Sirius Products returned to Distributor during the preceding
period, broken out by model and Customer,

     

    (e) forecasts
and orders for Sirius Products received from Customers during the preceding
period along with a report of any changes in forecasts and orders made by
Customer for the previous period,

     

    (f) Sirius
Product inventory as of the end of the preceding period, including Backstop
Inventory; and,

     

    (g)
Backstop Purchase Order aging report that shows the age of Sirius Products in
Inventory from date of receipt for the purposes of forecasting the flow of
Sirius Products into or out of Backstop.

     

    2. Within
five (5) Business Days of the end of each calendar month Distributor shall
provide the Backstop Inventory report to Sirius XM, identifying the net
transfers of product into and out of Backstop Inventory for the preceding
month.


    
      
         


      

      
        30

        
          

        

      

      
         


        
          Execution
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    3. On a
daily basis, Distributor shall provide Sirius Receiver shipment and return
reporting to Sirius XM to a secure FTP site in an electronic format designated
by Sirius XM including, at a minimum, product shipments and returns of Sirius
Receivers by Customer, model and ESN. Distributor shall be required to utilize
barcode scanners and a database system with a minimum RAID 5 array to store and
process the ESN data. Sirius XM shall provide a checksum algorithm for
Distributor to validate against in real-time upon acquisition to prevent data
and reporting errors.


    
      
         


      

      
        31