SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK

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ONE TWELVE, INC. and DON BUCHWALD, Index No. 650762/2011 Plaintiffs, - againstSIRIUS XM RADIO INC., Defendant. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -x This matter having come before the Court by stipulation of plaintiffs One Twelve, Inc. and Don Buchwald and defendant, Sirius XM Radio Inc., for the entry of an order pursuant to Section 216.1(a) of the Uniform Rules for Trial Courts permitting papers to be filed in the Court under seal to the extent set forth below; and the parties, by, between, and among their respective counsel, having stipulated and agreed to the terms set forth herein, and good cause having been shown; THE COURT FINDS THAT: 1. This action concerns an agreement between plaintiffs and defendant dated October 1, 2004 (the "Agreement"). The Agreement required the parties STIPULATION AND ORDER FOR THE FILING OF MOTION PAPERS UNDER SEAL

to maintain the confidentiality of its financial terms; 2. The financial confidential. terms of the Agreement are inherently private and

The disclosure of those terms would be detrimental to the

parties' respective interests or businesses; and

3.

The public interest in learning the financial terms of the Agreement is outweighed by the parties' interests in maintaining the confidentiality of those terms; therefore

IT IS HEREBY ORDERED THAT: 4. This Stipulation is being entered into to facilitate the submission of motion papers ("Motion Papers") in support of, or in opposition to, defendant's motion for summary judgment served on May 11, 2011 (the "Motion") containing Confidential Information that the parties agree merits confidential treatment. 5. As used herein: (a) "Confidential Information" shall refer to or mean the financial terms of the Agreement, and any specific references thereto or summaries thereof. (b) "Serving Party" shall mean the party serving and filing Motion Papers. (c) 6. "Receiving Party" shall mean the party receiving Motion Papers.

A Serving Party may redact any Confidential Information to be included in Motion Papers subject to the terms of this Stipulation and Order.

7.

Motion Papers containing unredacted Confidential Information shall not be furnished, shown or disclosed to any person or entity except to:

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(a)

counsel for the parties to this action and their associated attorneys, paralegals, and other professional personnel (including support staff) who are directly assisting such counsel in the preparation of this action for trial or other proceeding herein, are under the supervision or control of such counsel, and who have been advised by such counsel of their obligations hereunder;

(b)

plaintiffs,

defendant,

or personnel,

business

advisors,

or

representatives of plaintiffs or defendant actually engaged in assisting in the preparation of this action for trial or other proceeding herein and who have been advised of their obligations hereunder; (c) the Court and court personnel (including stenographic reporters), if filed in accordance with paragraph 5 hereof; and (d) 8. any other person agreed to by the parties.

Any party may file with the Court Motion Papers containing unredacted Confidential Information following entry of this Stipulation and Order by submitting such Motion Papers to the Part Clerk in sealed envelopes or other appropriate sealed container on which shall be endorsed the caption of this litigation, the words "CONFIDENTIAL MATERIAL-SUBJECT TO PROTECTIVE ORDER" as an indication of the nature of the contents, and a statement in substantially the following form: "This envelope, containing Motion Papers which are filed in this case by (name of party), -3-

is not to be opened nor are the contents thereof to be displayed or revealed other than to the Court, the parties, and their counsel of record, except by order of the Court or consent of the parties." Such Motion Papers shall be returned by the Part Clerk upon disposition of the motion or other proceeding for which they were submitted. 9. In the event any Motion Papers are filed under seal pursuant to paragraph 8, the Serving Party shall publicly file a redacted version of the Motion Papers. 10. Should the need arise for any of the parties to disclose redacted Confidential Information during any hearing before the Court, including through argument or the presentation of evidence, such party may do so only after taking such steps as agreed to by all parties or as the Court shall direct. 11. Any Serving Party who intends to file with the Court any Motion Papers containing Confidential Information shall provide the Receiving Party with at least five (5) business days' written notice of its intent to file such Motion Papers before filing such Motion Papers with the Court, so that the Receiving Party may comment on any proposed redactions or on the need for additional redactions of such Confidential Information. The parties shall attempt in good faith to agree upon the redactions to be made in the Motion Papers. If they are unable to agree, the Serving Party shall make

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the redaction(s) requested by the Receiving Party, subject to paragraph 12 below. 12. The Receiving Party may notify the Serving Party that the Receiving Party does not concur in a particular redaction in Motion Papers, and the

Serving Party may notify the Receiving Party that the Serving Party does not concur in a particular redaction requested by the Receiving Party. If the Serving or Receiving Party (as the case may be) does not agree to withdraw the redaction, the objecting party may move before the Court for an order declassifying that redaction. If no such motion is filed, such If such

redaction shall continue to be treated as Confidential Information.

motion is filed, the Motion Papers shall remain redacted unless and until the Court rules otherwise.

13.

Nothing herein shall be deemed to waive any privilege recognized by law, or shall be deemed an admission as to the admissibility in evidence of any facts or documents contained in Motion Papers. This Stipulation shall not be interpreted in a manner that would violate any applicable cannons of ethics or codes of professional responsibility.

14.

Notwithstanding anything to the contrary, counsel of record for the parties may retain unredacted copies of Motion Papers consistent with the terms of this Stipulation and Order.

15.

This Stipulation and Order may be changed by further order of this Court, and is without prejudice to the rights of a party to move for relief from any

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of its provisions, or to seek or agree to different or additional protection for any Confidential Information. HUGHES HUBBARD & REED LLP

KRAMER LEVIN NAFTALIS & FRANKEL LLP By: Michael S. Oberman
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11 77 Avenue of the Americas New York, New York 10036 Tel.: (212) 715-9100 Attorneys for Defendant May 26,2011

Attorneys for Plaintiffs Dated: May 26, 2011

SO ORDERED

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