Common use of The Redemption Clause in Contracts

The Redemption. (a) The Liberty Board shall have the authority and right to (i)(x) effect the Redemption, subject to the conditions set forth in Section 2.2, or (y) terminate the Redemption at any time prior to the Effective Time, (ii) to establish and/or change the date and time of the record date for the meeting of stockholders of Liberty Media (the “Stockholder Meeting”) at which, among other things, the holders of record of shares of BATRA and BATRB will be asked to vote on the Redemption in accordance with Article IV, Section A.2(f)(i) of the Liberty Charter, (iii) to establish or change the date and time of the Stockholder Meeting, (iv) to establish or change the date (the “Redemption Date”) and time at which the Redemption will be effective (the “Effective Time”), and (v) prior to the Effective Time to establish or change the procedures for effecting the Redemption, subject to, in all cases, any applicable provisions of the DGCL, any other applicable law and the Liberty Charter. (b) Prior to the Effective Time and with respect to clause (ii)(y) below, prior to the Formula One Distribution Record Date, and in all respects in accordance with the Restructuring Plan, (i) SplitCo shall cause the SplitCo Charter to be filed with the Secretary of State of the State of Nevada, whereupon the issued and then outstanding shares of SplitCo common stock (all of which shall be owned at such time by Liberty Media) shall automatically be reclassified into: (x) a number of shares of New BATRA equal to the number of shares of BATRA outstanding; (y) a number of shares of New BATRB equal to the number of shares of BATRB outstanding; and (z) a number of shares of New BATRK equal to the number of shares of BATRK outstanding plus the Number of Shares Issuable to the SiriusXM Group with Respect to the Braves Group Inter-Group Interest (as defined in the Liberty Charter) plus the Number of Shares Issuable to the Formula One Group with Respect to the Braves Group Inter-Group Interest (as defined in the Liberty Charter), in each case as of 4:01 pm New York City time on the Redemption Date, and (ii) Liberty Media will settle (x) any remaining intergroup interest in the Braves Group attributed to the Liberty SiriusXM Group through the reattribution to the Liberty SiriusXM Group of the LSXM Group Attributed SplitCo Shares, (y) any remaining intergroup interest in the Formula One Group attributed to the Liberty SiriusXM Group through the reattribution of the LSXM Group Attributed Cash to the Liberty SiriusXM Group and (z) any remaining intergroup interest in the Braves Group attributed to the Formula One Group through the reattribution to the Formula One Group of the F1 Group Attributed SplitCo Shares. (c) At the Effective Time on the Redemption Date, subject to the satisfaction or waiver (to the extent permitted pursuant to Section 2.2), as applicable, of the conditions to the Redemption set forth in Section 2.2, Liberty Media will consummate the Redemption. (d) Liberty Media will provide notice of the Effective Time and Redemption Date to the holders of Liberty Braves Common Stock in accordance with the requirements of Article IV, Section A.2(f)(i) and (iv) of the Liberty Charter. (e) Liberty Media will take all such action, if any, as may be necessary or appropriate under applicable state and foreign securities and “blue sky” laws to permit the Redemption to be effected in compliance, in all material respects, with such laws. (f) Promptly following the Effective Time, Liberty Media will cause the Redemption Agent (i) to exchange the applicable series and number of shares of Liberty Braves Common Stock held in book-entry form as of the Effective Time for the applicable series and number of shares of SplitCo Common Stock, and (ii) to mail to the holders of record of certificated shares of Liberty Braves Common Stock as of the Redemption Date a letter of transmittal with instructions for use in effecting the surrender of the redeemed shares of Liberty Braves Common Stock. (g) Shares of Liberty Braves Common Stock that are redeemed in the Redemption for shares of SplitCo Common Stock will be deemed to have been transferred as of the Effective Time; provided, that until the surrender of any certificate representing redeemed shares of Liberty Braves Common Stock for shares of SplitCo Common Stock, SplitCo may withhold and accumulate any dividends or distributions which become payable with respect to such shares of SplitCo Common Stock pending the surrender of such certificate.

The Redemption. (a) The Liberty FNF Board shall will have the authority and right (i) to (i)(xA) effect the Redemption, subject to the conditions set forth in Section 2.2, or (yB) terminate the Redemption at any time prior to the Effective Time, (ii) to establish and/or or change the date and time of the record date for the meeting of stockholders of Liberty Media (the “Stockholder Meeting”) at which, among other things, which the holders of record of shares of BATRA and BATRB FNFV Common Stock will be asked to vote on the Redemption in accordance with Article IV, Section A.2(f)(iA.2.(a)(iii)(B) of the Liberty FNF Charter, (iii) to establish or change the date and time of the Stockholder Meeting, (iv) to establish or change the date (the “Redemption Date”) and time (the “Effective Time”) at which the Redemption will be effective (the “Effective Time”), and (v) prior to the Effective Time Time, to establish or change the procedures for effecting the Redemption, subject to, in all cases, any applicable provisions of the DGCL, any other applicable law DGCL and the Liberty FNF Charter. (b) Prior to the Effective Time and with respect to clause (ii)(y) below, prior to the Formula One Distribution Record Date, and in all respects in accordance with the Restructuring Plan, (i) SplitCo shall cause the SplitCo Charter to be filed with the Secretary of State of the State of Nevada, whereupon the issued and then outstanding shares of SplitCo common stock (all of which shall be owned at such time by Liberty Media) shall automatically be reclassified into: (x) a number of shares of New BATRA equal to the number of shares of BATRA outstanding; (y) a number of shares of New BATRB equal to the number of shares of BATRB outstanding; and (z) a number of shares of New BATRK equal to the number of shares of BATRK outstanding plus the Number of Shares Issuable to the SiriusXM Group with Respect to the Braves Group Inter-Group Interest (as defined in the Liberty Charter) plus the Number of Shares Issuable to the Formula One Group with Respect to the Braves Group Inter-Group Interest (as defined in the Liberty Charter), in each case as of 4:01 pm New York City time on the Redemption Date, and (ii) Liberty Media will settle (x) any remaining intergroup interest in the Braves Group attributed to the Liberty SiriusXM Group through the reattribution to the Liberty SiriusXM Group of the LSXM Group Attributed SplitCo Shares, (y) any remaining intergroup interest in the Formula One Group attributed to the Liberty SiriusXM Group through the reattribution of the LSXM Group Attributed Cash to the Liberty SiriusXM Group and (z) any remaining intergroup interest in the Braves Group attributed to the Formula One Group through the reattribution to the Formula One Group of the F1 Group Attributed SplitCo Shares. (c) At the Effective Time on On the Redemption Date, subject to the satisfaction or waiver (to the extent permitted pursuant to Section 2.2)waiver, as applicable, of the conditions to the Redemption set forth in Section 2.2, Liberty Media FNF will consummate redeem each outstanding share of FNFV Common Stock for one (1) share of Splitco’s common stock, par value $0.0001 per share (“Splitco Common Stock”). In connection with the Contribution, Splitco will issue to FNF the applicable number of shares of Splitco Common Stock necessary to effect the Redemption on the Redemption Date. (c) No fractional shares of FNFV Common Stock will be retained by holders of FNFV Common Stock and no fractional share of Splitco Common Stock will be distributed, in each case, in connection with the Redemption. If any record holder of FNFV Common Stock otherwise would be entitled to retain a fractional share of FNFV Common Stock or receive a fractional share of Splitco Common Stock in the Redemption, such record holder will instead receive cash in an amount based on the aggregation and sale of all fractional shares by the Redemption Agent at prevailing market prices on behalf of such holders. Any amounts payable in lieu of fractional shares pursuant to this Section 2.1(c) will be payable from the proceeds of the aggregation and sale of fractional shares by the Redemption Agent as soon as practicable after the Split-Off is completed. (d) Liberty Media FNF will provide notice of the Effective Time and Redemption Date to the holders of Liberty Braves FNFV Common Stock in accordance with the requirements of Article IV, Section A.2(f)(i) and (ivA.2.(f)(iv)(c) of the Liberty FNF Charter. (e) Liberty Media FNF will take all such action, if any, action as may be necessary or appropriate under applicable state and foreign securities and “blue sky” laws to permit the Redemption to be effected in compliance, in all material respects, with such laws. (f) Promptly following the Effective Time, Liberty Media FNF will cause the Redemption Agent (i) to exchange the applicable series and number of shares of Liberty Braves FNFV Common Stock held in book-entry form as of the Effective Time for the applicable series and number of shares of SplitCo Splitco Common Stock, and (ii) to mail to the holders of record of certificated shares of Liberty Braves FNFV Common Stock as of the Redemption Date a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the redeemed shares of FNFV Common Stock will pass, only upon proper delivery of the certificates representing such shares to the Redemption Agent) with instructions for use in effecting the surrender of the redeemed shares of Liberty Braves FNFV Common Stock. (g) Shares of Liberty Braves Splitco Common Stock that are redeemed exchanged in the Redemption for shares of SplitCo FNFV Common Stock will be deemed to have been transferred issued as of the Effective Time; provided, that until the surrender of any certificate representing redeemed shares of Liberty Braves FNFV Common Stock for shares of SplitCo Splitco Common Stock, SplitCo Splitco may withhold and accumulate any dividends or distributions which become payable with respect to such shares of SplitCo Splitco Common Stock pending the surrender of such certificate.

The Redemption. (a) The Liberty LMC Board shall will have the authority and right (i) to (i)(xx) effect the Redemption, subject to the conditions set forth in Section 2.23.2, or (y) terminate the Redemption at any time prior to the Effective TimeTime (solely in the case of this clause (y), if the Merger Agreement has been terminated in accordance with its terms), (ii) to establish and/or or change the date and time of the record date (the "Record Date") for the meeting of stockholders of Liberty Media (the “"Stockholder Meeting”") at which, among other things, which the holders of record of shares of BATRA and BATRB Liberty Entertainment Stock will be asked to vote on the Redemption in accordance with Article IV, Section A.2(f)(iA.2.(f)(i) of the Liberty Restated Certificate of Incorporation of LMC (the "LMC Charter"), (iii) to establish or change the date and time of the Stockholder Meeting, (iv) to establish or change the date (the “"Redemption Date”") and time (the "Effective Time") at which the Redemption will be effective (the “Effective Time”)effective, and (v) prior to the Effective Time Time, subject to the terms of the Merger Agreement, to establish or change the procedures for effecting the Redemption, subject to, in all cases, any applicable provisions of the DGCL, any other applicable law DGCL and the Liberty LMC Charter. (b) Prior to the Effective Time and with respect to clause (ii)(y) below, prior to the Formula One Distribution Record Date, and in all respects in accordance with the Restructuring Plan, (i) SplitCo shall cause the SplitCo Charter to be filed with the Secretary of State of the State of Nevada, whereupon the issued and then outstanding shares of SplitCo common stock (all of which shall be owned at such time by Liberty Media) shall automatically be reclassified into: (x) a number of shares of New BATRA equal to the number of shares of BATRA outstanding; (y) a number of shares of New BATRB equal to the number of shares of BATRB outstanding; and (z) a number of shares of New BATRK equal to the number of shares of BATRK outstanding plus the Number of Shares Issuable to the SiriusXM Group with Respect to the Braves Group Inter-Group Interest (as defined in the Liberty Charter) plus the Number of Shares Issuable to the Formula One Group with Respect to the Braves Group Inter-Group Interest (as defined in the Liberty Charter), in each case as of 4:01 pm New York City time on the Redemption Date, and (ii) Liberty Media will settle (x) any remaining intergroup interest in the Braves Group attributed to the Liberty SiriusXM Group through the reattribution to the Liberty SiriusXM Group of the LSXM Group Attributed SplitCo Shares, (y) any remaining intergroup interest in the Formula One Group attributed to the Liberty SiriusXM Group through the reattribution of the LSXM Group Attributed Cash to the Liberty SiriusXM Group and (z) any remaining intergroup interest in the Braves Group attributed to the Formula One Group through the reattribution to the Formula One Group of the F1 Group Attributed SplitCo Shares. (c) At the Effective Time on On the Redemption Date, subject to the satisfaction or waiver (to the extent permitted pursuant to Section 2.2)waiver, as applicable, of the conditions to the Redemption set forth in Section 2.23.2, LMC will redeem (i) 0.9 of each outstanding share of LMDIA for 0.9 of a share of LEI's Series A common stock, par value $0.01 per share ("LEI Series A Stock"), with 0.1 of each share of LMDIA remaining outstanding, and (ii) 0.9 of each outstanding share of LMDIB for 0.9 of a share of LEI's Series B common stock, par value $0.01 per share ("LEI Series B Stock" and together with the LEI Series A Stock, the "LEI Stock"), with 0.1 of each share of LMDIB remaining outstanding. In connection with the Restructuring, LEI will issue to LMC the applicable series and number of shares of LEI Stock necessary to effect the Redemption on the Redemption Date. (c) No fractional shares of Liberty Media Entertainment Stock will consummate be retained by holders of Liberty Entertainment Stock and no fractional shares of LEI Stock will be distributed, in each case, in connection with the Redemption. If any record holder of Liberty Entertainment Stock otherwise would be entitled to retain a fractional share of Liberty Entertainment Stock or receive a fractional share of LEI Stock in the Redemption, such record holder will instead receive cash in an amount equal to the product of the applicable fraction of a share multiplied by the average of the high and low sales prices of LMDIA on The NASDAQ Global Select Market on the Redemption Date. Any amounts payable in lieu of fractional shares pursuant to this Section 3.1(c) will be payable from the proceeds of any aggregation and sale of fractional share interests or by LMC promptly following the receipt of notice from the Redemption Agent of the aggregate amount required to make such payments. (d) Liberty Media LMC will provide notice of the Effective Time and Redemption Date to the holders of Liberty Braves Common Entertainment Stock in accordance with the requirements of Article IV, Section A.2(f)(i) and (ivA.2.(f)(iv) of the Liberty LMC Charter. (e) Liberty Media LMC will take all such action, if any, action as may be necessary or appropriate under applicable state and foreign securities and “"blue sky” " laws to permit the Redemption to be effected in compliance, in all material respects, with such laws. (f) Promptly following the Effective Time, Liberty Media LMC will cause the Redemption Agent (i) to exchange the applicable series and number of shares of Liberty Braves Common Entertainment Stock held in book-entry form as of the Effective Time for the applicable series and number of shares of SplitCo Common LEI Stock, and (ii) to mail to the holders of record of certificated shares of Liberty Braves Common Entertainment Stock as of the Redemption Date a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the redeemed shares of Liberty Entertainment Stock will pass, only upon proper delivery of the certificates representing such shares to the Redemption Agent) with instructions for use in effecting the surrender of the redeemed shares of Liberty Braves Common Entertainment Stock. (g) Shares of Liberty Braves Common LEI Stock that are redeemed exchanged in the Redemption for shares of SplitCo Common Liberty Entertainment Stock will be deemed to have been transferred issued as of the Effective Time; provided, that until the surrender of any certificate representing redeemed shares of Liberty Braves Common Entertainment Stock for shares of SplitCo Common LEI Stock, SplitCo LEI may withhold and accumulate any dividends or distributions which become payable with respect to such shares of SplitCo Common LEI Stock pending the surrender of such certificate.

The Redemption. (a) The Liberty Board shall have the authority and right to (i)(x) effect the Redemption, subject to the conditions set forth in Section 2.2, or (y) terminate the Redemption at any time prior to the Effective Time, (ii) to establish and/or change the date and time of the record date for the meeting of stockholders of Liberty Media (the “Stockholder Meeting”) at which, among other things, the holders of record of shares of BATRA and BATRB will be asked to vote on the Redemption in accordance with Article IV, Section A.2(f)(i) of the Liberty Charter, (iii) to establish or change the date and time of the Stockholder Meeting, (iv) to establish or change the date (the “Redemption Date”) and time at which the Redemption will be effective (the “Effective Time”), and (v) prior to the Effective Time to establish or change the procedures for effecting the Redemption, subject to, in all cases, any applicable provisions of the DGCL, any other applicable law and the Liberty Charter. (b) Prior to the Effective Time and with respect to clause (ii)(y) below, prior to the Formula One Distribution Record Date, and in all respects in accordance with the Restructuring Plan, (i) SplitCo shall cause the SplitCo Charter to be filed with the Secretary of State of the State of Nevada, whereupon the issued and then outstanding shares of SplitCo common stock (all of which shall be owned at such time by Liberty Media) shall automatically be reclassified into: (x) a number of shares of New BATRA equal to the number of shares of BATRA outstandingoutstanding plus the Number of Shares Issuable to the SiriusXM Group with Respect to the Braves Group Inter-Group Interest (as defined in the Liberty Charter); (y) a number of shares of New BATRB equal to the number of shares of BATRB outstanding; and (z) a number of shares of New BATRK equal to the number of shares of BATRK outstanding plus the Number of Shares Issuable to the SiriusXM Group with Respect to the Braves Group Inter-Group Interest (as defined in the Liberty Charter) plus the Number of Shares Issuable to the Formula One Group with Respect to the Braves Group Inter-Group Interest (as defined in the Liberty Charter), in each case as of 4:01 pm New York City time on the Redemption Date, and (ii) Liberty Media will settle (x) any remaining intergroup interest in the Liberty Braves Group attributed to the Liberty SiriusXM Group through the reattribution to the Liberty SiriusXM Group of the LSXM Group Attributed SplitCo Shares, (y) any remaining intergroup interest in the Formula One Group attributed to the Liberty SiriusXM Group through the reattribution of the LSXM Group Attributed Cash to the Liberty SiriusXM Group and (z) any remaining intergroup interest in the Liberty Braves Group attributed to the Formula One Group through the reattribution to the Formula One Group of the F1 Group Attributed SplitCo Shares. (c) At the Effective Time on the Redemption Date, subject to the satisfaction or waiver (to the extent permitted pursuant to Section 2.2), as applicable, of the conditions to the Redemption set forth in Section 2.2, Liberty Media will consummate the Redemption. (d) Liberty Media will provide notice of the Effective Time and Redemption Date to the holders of Liberty Braves Common Stock in accordance with the requirements of Article IV, Section A.2(f)(i) and (iv) of the Liberty Charter. (e) Liberty Media will take all such action, if any, as may be necessary or appropriate under applicable state and foreign securities and “blue sky” laws to permit the Redemption to be effected in compliance, in all material respects, with such laws. (f) Promptly following the Effective Time, Liberty Media will cause the Redemption Agent (i) to exchange the applicable series and number of shares of Liberty Braves Common Stock held in book-entry form as of the Effective Time for the applicable series and number of shares of SplitCo Common Stock, and (ii) to mail to the holders of record of certificated shares of Liberty Braves Common Stock as of the Redemption Date a letter of transmittal with instructions for use in effecting the surrender of the redeemed shares of Liberty Braves Common Stock. (g) Shares of Liberty Braves Common Stock that are redeemed in the Redemption for shares of SplitCo Common Stock will be deemed to have been transferred as of the Effective Time; provided, that until the surrender of any certificate representing redeemed shares of Liberty Braves Common Stock for shares of SplitCo Common Stock, SplitCo may withhold and accumulate any dividends or distributions which become payable with respect to such shares of SplitCo Common Stock pending the surrender of such certificate.

The Redemption. (a) The Liberty Board shall have the authority and right right, subject to compliance with the Merger Agreement, to (i)(x) effect the Redemption, subject to the conditions set forth in Section 2.22.2 and Section 2.3, or (y) terminate the Redemption at any time prior to the time at which the Redemption will be effective (the “Effective Time”) (solely, in the case of this clause (y), if the Merger Agreement has been terminated in accordance with its terms), (ii) to establish and/or or change the date and time of the record date for the meeting of stockholders of Liberty Media (the “Stockholder Meeting”) at which, among other things, the holders of record of shares of BATRA LSXMA and BATRB LSXMB will be asked to vote on the Redemption in accordance with Article IV, Section A.2(f)(iA.2(e)(i) of the Liberty Charter, and (iii) to establish or change the date and time of the Stockholder Meeting, (iv) to establish or change the date (the “Redemption Date”) and time at which the Redemption will be effective (the “Effective Time”), and (v) prior to the Effective Time to establish or change the procedures for effecting the Redemption, subject to, in all cases, any applicable provisions of the DGCL, any other applicable law Law and the Liberty Charter. (b) Upon the satisfaction or, if permissible, waiver of the conditions set forth in Article VII of the Merger Agreement (other than Section 7.1(b) and Section 7.1(h)), the parties thereto shall promptly provide the confirmation contemplated in Section 2.2 that the Merger Closing will occur subject only to the Effective Time. (c) Prior to the Effective Time and with respect to clause (ii)(y) below, prior to the Formula One Distribution Record DateTime, and in all respects in accordance with the Restructuring Plan, SplitCo shall (i) cause the certificate of incorporation of SplitCo shall and bylaws of SplitCo to be amended and restated so as to read in their entirety in the forms set forth in Exhibit B-1 and Exhibit B-2, respectively (such amended and restated certificate of incorporation of SplitCo, the “SplitCo Charter” and such amended and restated bylaws of SplitCo, the “SplitCo Bylaws”), and (ii) cause the SplitCo Charter to be filed with the Secretary of State of the State of Nevada, whereupon the issued and then outstanding shares of SplitCo common stock (all of which shall be owned at such time by Liberty Media) shall automatically be reclassified into: (x) a number of shares of New BATRA equal to the number of shares of BATRA outstanding; (y) a number of shares of New BATRB equal to the number of shares of BATRB outstanding; and (z) a number of shares of New BATRK equal to the number of shares of BATRK outstanding plus the Number of Shares Issuable to the SiriusXM Group with Respect to the Braves Group Inter-Group Interest (as defined in the Liberty Charter) plus the Number of Shares Issuable to the Formula One Group with Respect to the Braves Group Inter-Group Interest (as defined in the Liberty Charter), in each case as of 4:01 pm New York City time on the Redemption Date, and (ii) Liberty Media will settle (x) any remaining intergroup interest in the Braves Group attributed to the Liberty SiriusXM Group through the reattribution to the Liberty SiriusXM Group of the LSXM Group Attributed SplitCo Shares, (y) any remaining intergroup interest in the Formula One Group attributed to the Liberty SiriusXM Group through the reattribution of the LSXM Group Attributed Cash to the Liberty SiriusXM Group and (z) any remaining intergroup interest in the Braves Group attributed to the Formula One Group through the reattribution to the Formula One Group of the F1 Group Attributed SplitCo SharesDelaware. (cd) At On the Effective Time on date of the Redemption (the “Redemption Date”), subject to the satisfaction or waiver (to the extent permitted pursuant to Section 2.22.2 or Section 2.3), as applicable, of the conditions to the Redemption set forth in Section 2.22.2 and Section 2.3, Liberty Media will consummate the Redemption. (de) Liberty Media will provide notice of the Effective Time and Redemption Date to the holders of Liberty Braves SiriusXM Common Stock in accordance with the requirements of Article IV, Section A.2(f)(iA.2(e)(i) and (iv) of the Liberty Charter. (ef) Liberty Media will take all such action, if any, action as may be necessary or appropriate under applicable state and foreign securities and “blue sky” laws to permit the Redemption to be effected in compliance, in all material respects, with such laws. (fg) Promptly following the Effective Time, Liberty Media will cause the Redemption Agent (i) to exchange the applicable series and number of shares of Liberty Braves SiriusXM Common Stock held in book-entry form as of the Effective Time for the applicable series and number of shares of SplitCo Common Stock, and (ii) to mail to the holders of record of certificated shares of Liberty Braves SiriusXM Common Stock as of the Redemption Date a letter of transmittal with instructions for use in effecting the surrender of the redeemed shares of Liberty Braves SiriusXM Common Stock. (gh) Shares of Liberty Braves SiriusXM Common Stock that are redeemed in the Redemption for shares of SplitCo Common Stock will be deemed to have been transferred as of the Effective Time; provided, that until the surrender of any certificate representing redeemed shares of Liberty Braves SiriusXM Common Stock for shares of SplitCo Common Stock, SplitCo may withhold and accumulate any dividends or distributions which become payable with respect to such shares of SplitCo Common Stock pending the surrender of such certificate. (i) Notwithstanding anything to the contrary contained herein, holders of record of Liberty SiriusXM Common Stock shall not be entitled to receive a fraction of a share of SplitCo Common Stock (each, a “Fractional Share”) pursuant to the Redemption. Liberty Media shall cause the Redemption Agent to aggregate all Fractional Shares into whole shares and cause such whole shares to be sold at prevailing market prices on behalf of those holders of record who would have otherwise been entitled to receive a Fractional Share, and each such holder of record who would have otherwise been entitled to receive a Fractional Share shall be entitled to receive cash in lieu of such Fractional Share in an amount equal to such holder’s pro rata share of the total cash proceeds (net of any fees to the Redemption Agent) from such sales. The Redemption Agent will have sole discretion to determine when, how and through which broker-dealers such sales will be made without any influence by SplitCo or Liberty Media. Following such sales, the applicable holders of record will receive a cash payment in the form of a check or wire transfer in an amount equal to their pro rata share of the total net proceeds, less any applicable withholding taxes. If such holders of record physically hold one or more stock certificates or hold stock through the Redemption Agent’s Direct Registration System, the check for any cash that such holders of record may be entitled to receive instead of Fractional Shares will be mailed to such holders separately. The parties acknowledge that the payment of cash in lieu of Fractional Shares does not represent separately bargained-for consideration and merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience that would otherwise be caused by the issuance of Fractional Shares. (j) Liberty Media and the Redemption Agent shall be entitled to deduct and withhold from the amounts payable to any Person pursuant to this Article II such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code, or under any provision of state, local or foreign tax Law. To the extent that amounts are so deducted or withheld and paid over to the appropriate Governmental Authority, such amounts shall be treated for the purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made. (k) So as to maintain the relative proportionate interests of the holders of Liberty SiriusXM Common Stock and SiriusXM Common Stock in the SplitCo Common Stock immediately following the Merger Effective Time (as defined in the Merger Agreement), the Exchange Ratio shall be adjusted to reflect fully the appropriate effect of any stock split, split-up, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable or exchangeable for, Liberty SiriusXM Common Stock, SplitCo Common Stock or SiriusXM Common Stock), reorganization, recapitalization, reclassification, combination or exchange of shares, or other similar change with respect to Liberty SiriusXM Common Stock, SplitCo Common Stock or SiriusXM Common Stock having a record date occurring on or after the date hereof and prior to the Merger Effective Time; provided, however, that the Restructuring and the Split-Off Transactions shall not trigger the effects of this Section 2.1(k).

The Redemption. (a) The Liberty Board shall have the authority and right to (i)(x) effect the Redemption, subject to the conditions set forth in Section 2.2, or (y) terminate the Redemption at any time prior to the Effective Time, (ii) to establish and/or change the date and time of the record date for the meeting of stockholders of Liberty Media (the “Stockholder Meeting”) at which, among other things, the holders of record of shares of BATRA and BATRB will be asked to vote on the Redemption in accordance with Article IV, Section A.2(f)(i) of the Liberty Charter, (iii) to establish or change the date and time of the Stockholder Meeting, (iv) to establish or change the date (the “Redemption Date”) and time at which the Redemption will be effective (the “Effective Time”), and (v) prior to the Effective Time to establish or change the procedures for effecting the Redemption, subject to, in all cases, any applicable provisions of the DGCL, any other applicable law and the Liberty Charter. (b) Prior to the Effective Time and with respect to clause (ii)(y) below, prior to the Formula One Distribution Record Date, and in all respects in accordance with the Restructuring Plan, (i) SplitCo Spice and Subco shall cause the SplitCo Charter to be filed prepare and Subco shall file with the Secretary of State SEC a registration statement on Form S-1 or any other appropriate form (the "S-1") to effect the registration of the State of Nevada, whereupon the issued and then outstanding shares of SplitCo common stock (all of which shall be owned at such time by Liberty Media) shall automatically be reclassified into: (x) a number of shares of New BATRA equal to the number of shares of BATRA outstanding; (y) a number of shares of New BATRB equal to the number of shares of BATRB outstanding; and (z) a number of shares of New BATRK equal to the number of shares of BATRK outstanding plus the Number of Shares Issuable to the SiriusXM Group with Respect to the Braves Group Inter-Group Interest (as defined in the Liberty Charter) plus the Number of Shares Issuable to the Formula One Group with Respect to the Braves Group Inter-Group Interest (as defined in the Liberty Charter), in each case as of 4:01 pm New York City time on the Redemption Date, and (ii) Liberty Media will settle (x) any remaining intergroup interest in the Braves Group attributed to the Liberty SiriusXM Group through the reattribution to the Liberty SiriusXM Group of the LSXM Group Attributed SplitCo Shares, (y) any remaining intergroup interest in the Formula One Group attributed to the Liberty SiriusXM Group through the reattribution of the LSXM Group Attributed Cash to the Liberty SiriusXM Group and (z) any remaining intergroup interest in the Braves Group attributed to the Formula One Group through the reattribution to the Formula One Group of the F1 Group Attributed SplitCo Shares. (c) At the Effective Time on the Redemption Date, subject to the satisfaction or waiver (to the extent permitted pursuant to Section 2.2), as applicable, of the conditions to the Redemption set forth in Section 2.2, Liberty Media will consummate the Redemption. (d) Liberty Media will provide notice of the Effective Time and Redemption Date to the holders of Liberty Braves Subco Common Stock in accordance with the requirements of Article IV, Section A.2(f)(i) and (iv) of the Liberty Charter. (e) Liberty Media will take all such actionSubco Warrants, if any, pursuant to the Securities Act and they shall use their best efforts to cause such registration statement to be declared effective under the Securities Act. (ii) Spice and Subco shall cooperate in preparing, filing with the SEC and causing to become effective any registration statements or amendments thereto which are appropriate to reflect the establishment of, or amendments to, any employee benefit and other plans contemplated in this Agreement to be in effect for Subco. (iii) Spice and Subco shall take all such action as may be necessary or appropriate under any applicable state and foreign securities and “or blue sky” sky laws to permit or other applicable laws in connection with the Redemption to be effected transactions contemplated in compliance, in all material respects, with such lawsthis sub section (b). (fiv) Promptly following Spice and Subco shall prepare, and Subco shall file and seek to make effective, an application to permit listing or quotation of the Effective TimeSubco Common Stock and Subco Warrants, Liberty Media will cause if any, on the Redemption Nasdaq Small Cap Market. (v) Subject to Section 6, on the Closing Date, Spice shall deliver to the Exchange Agent one or more share certificates representing the shares of Subco Common Stock (iand Subco Warrants, if any) to exchange be distributed as part of the applicable series Merger Consideration in the Mergers and number shall instruct the Exchange Agent, in accordance with the terms of shares the Merger Agreement, to distribute to each holder of Liberty Braves Spice Common Stock held in book-entry form (other than those whose shares shall be canceled pursuant to Section 2.2(g) of the Merger Agreement or those who have exercised and perfected dissenters' rights under Section 262 of the DGCL and Section 2.3(j) of the Merger Agreement), as of the Effective Time of the Mergers, and for each share of Spice Common Stock held, the applicable series and number of shares of SplitCo Subco Common Stock equal to the Redemption Ratio and the number of Subco Warrants, if any, to be delivered pursuant to Section 2.2 of the Merger Agreement with respect to each such share of Spice Common Stock. Spice shall also deliver to the Exchange Agent the number of shares of Subco Common Stock (and Subco Warrants, if any) that each holder of Convertible Preferred would be entitled to receive if the shares of Convertible Preferred were converted into Spice Common Stock immediately prior to the Effective Time of the Mergers. Spice shall also deliver to the Exchange Agent the number of shares of Subco Common Stock and Subco Warrants, if any, that each holder of stock options or warrants of Spice would be entitled to receive if the stock options or warrants were exercised for Spice Common Stock, and (ii) to mail the exercise price for such stock options or warrants were paid, immediately prior to the holders Effective Time of record of certificated the Mergers. Subco agrees to provide all share certificates that the Exchange Agent shall require in order to effect such Redemption. All shares of Liberty Braves Subco Common Stock as issued in the Mergers shall be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Such distribution of Subco Common Stock (and Subco Warrants, if any) in the Mergers shall be in partial exchange for such shares of Spice Common Stock and Convertible Preferred, shall constitute part of the Redemption Date Merger Consideration under the Merger Agreement, and shall be considered a letter redemption of transmittal with instructions such Spice Common Stock and Convertible Preferred for use in effecting the surrender of the redeemed shares of Liberty Braves Common Stocktax purposes. (gvi) Shares Immediately upon consummation of Liberty Braves the Redemption, each share of Subco Common Stock owned by Spice shall automatically and without any action on the part of Spice, be canceled and retired and cease to exist, so that are redeemed in the Redemption for Spice shall not hold or beneficially own directly or indirectly any shares of SplitCo Subco Common Stock will be deemed to have been transferred as or any other capital stock or securities of the Effective Time; provided, that until the surrender of any certificate representing redeemed shares of Liberty Braves Common Stock for shares of SplitCo Common Stock, SplitCo may withhold and accumulate any dividends or distributions which become payable with respect to such shares of SplitCo Common Stock pending the surrender of such certificateSubco.

The Redemption. (a) The Liberty LMC Board shall will have the authority and right (i) to (i)(x) effect the Redemption, subject to the conditions set forth in Section 2.23.2, or (y) terminate the Redemption at any time prior to the Effective Time, (ii) to establish and/or or change the date and time of the record date (the "Record Date") for the meeting of stockholders of Liberty Media (the “"Stockholder Meeting”") at which, among other things, which the holders of record of shares of BATRA and BATRB Liberty Entertainment Stock will be asked to vote on the Redemption in accordance with Article IV, Section A.2(f)(iA.2.(f)(i) of the Liberty Restated Certificate of Incorporation of LMC (the "LMC Charter"), (iii) to establish or change the date and time of the Stockholder Meeting, (iv) to establish or change the date (the “"Redemption Date”") and time (the "Effective Time") at which the Redemption will be effective (the “Effective Time”)effective, and (v) prior to the Effective Time Time, to establish or change the procedures for effecting the Redemption, subject to, in all cases, to any applicable provisions of the DGCL, any other applicable law DGCL and the Liberty LMC Charter. (b) Prior to the Effective Time and with respect to clause (ii)(y) below, prior to the Formula One Distribution Record Date, and in all respects in accordance with the Restructuring Plan, (i) SplitCo shall cause the SplitCo Charter to be filed with the Secretary of State of the State of Nevada, whereupon the issued and then outstanding shares of SplitCo common stock (all of which shall be owned at such time by Liberty Media) shall automatically be reclassified into: (x) a number of shares of New BATRA equal to the number of shares of BATRA outstanding; (y) a number of shares of New BATRB equal to the number of shares of BATRB outstanding; and (z) a number of shares of New BATRK equal to the number of shares of BATRK outstanding plus the Number of Shares Issuable to the SiriusXM Group with Respect to the Braves Group Inter-Group Interest (as defined in the Liberty Charter) plus the Number of Shares Issuable to the Formula One Group with Respect to the Braves Group Inter-Group Interest (as defined in the Liberty Charter), in each case as of 4:01 pm New York City time on the Redemption Date, and (ii) Liberty Media will settle (x) any remaining intergroup interest in the Braves Group attributed to the Liberty SiriusXM Group through the reattribution to the Liberty SiriusXM Group of the LSXM Group Attributed SplitCo Shares, (y) any remaining intergroup interest in the Formula One Group attributed to the Liberty SiriusXM Group through the reattribution of the LSXM Group Attributed Cash to the Liberty SiriusXM Group and (z) any remaining intergroup interest in the Braves Group attributed to the Formula One Group through the reattribution to the Formula One Group of the F1 Group Attributed SplitCo Shares. (c) At the Effective Time on On the Redemption Date, subject to the satisfaction or waiver (to the extent permitted pursuant to Section 2.2)waiver, as applicable, of the conditions to the Redemption set forth in Section 2.23.2, LMC will redeem (i) 0.9 of each outstanding share of LMDIA for 0.9 of a share of LEI's Series A common stock, par value $0.01 per share ("LEI Series A Stock"), with 0.1 of each share of LMDIA remaining outstanding, and (ii) 0.9 of each outstanding share of LMDIB for 0.9 of a share of LEI's Series B common stock, par value $0.01 per share ("LEI Series B Stock" and together with the LEI Series A Stock, the "LEI Stock"), with 0.1 of each share of LMDIB remaining outstanding. In connection with the Restructuring, LEI will issue to LMC the applicable series and number of shares of LEI Stock necessary to effect the Redemption on the Redemption Date. (c) No fractional shares of Liberty Media Entertainment Stock will consummate be retained by holders of Liberty Entertainment Stock and no fractional shares of LEI Stock will be distributed, in each case, in connection with the Redemption. If any record holder of Liberty Entertainment Stock otherwise would be entitled to retain a fractional share of Liberty Entertainment Stock or receive a fractional share of LEI Stock in the Redemption, such record holder will instead receive cash in an amount equal to the product of the applicable fraction of a share multiplied by the average of the high and low sales prices of LMDIA on The NASDAQ Global Select Market on the Redemption Date. Any amounts payable in lieu of fractional shares pursuant to this Section 3.1(c) will be payable by LMC promptly following the receipt of notice from the Redemption Agent of the aggregate amount required to make such payments. (d) Liberty Media LMC will provide notice of the Effective Time and Redemption Date to the holders of Liberty Braves Common Entertainment Stock in accordance with the requirements of Article IV, Section A.2(f)(i) and (ivA.2.(f)(iv) of the Liberty LMC Charter. (e) Liberty Media LMC will take all such action, if any, action as may be necessary or appropriate under applicable state and foreign securities and “"blue sky” " laws to permit the Redemption to be effected in compliance, in all material respects, with such laws. (f) Promptly following the Effective Time, Liberty Media LMC will cause the Redemption Agent (i) to exchange the applicable series and number of shares of Liberty Braves Common Entertainment Stock held in book-entry form as of the Effective Time for the applicable series and number of shares of SplitCo Common LEI Stock, and (ii) to mail to the holders of record of certificated shares of Liberty Braves Common Entertainment Stock as of the Redemption Date a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the redeemed shares of Liberty Entertainment Stock will pass, only upon proper delivery of the certificates representing such shares to the Redemption Agent) with instructions for use in effecting the surrender of the redeemed shares of Liberty Braves Common Entertainment Stock. (g) Shares of Liberty Braves Common LEI Stock that are redeemed exchanged in the Redemption for shares of SplitCo Common Liberty Entertainment Stock will be deemed to have been transferred issued as of the Effective Time; provided, that until the surrender of any certificate representing redeemed shares of Liberty Braves Common Entertainment Stock for shares of SplitCo Common LEI Stock, SplitCo LEI may withhold and accumulate any dividends or distributions which become payable with respect to such shares of SplitCo Common LEI Stock pending the surrender of such certificate.

The Redemption. (a) The Liberty LIC Board shall will have the authority and right (i) to (i)(xx) effect the Redemption, subject to the conditions set forth in Section 2.2, or (y) terminate the Redemption at any time prior to the Effective Time, (ii) to establish and/or or change the date and time of the record date for the meeting of stockholders of Liberty Media (the “Stockholder Meeting”) at which, among other things, which the holders of record of shares of BATRA and BATRB Liberty Ventures Common Stock will be asked to vote on the Redemption in accordance with Article IV, Section A.2(f)(iA.2.(f)(i) of the Liberty LIC Charter, (iii) to establish or change the date and time of the Stockholder Meeting, (iv) to establish or change the date (the “Redemption Date”) and time (the “Effective Time”) at which the Redemption will be effective (the “Effective Time”)effective, and (v) prior to the Effective Time to establish or change the procedures for effecting the Redemption, subject to, in all cases, any applicable provisions of the DGCL, any other applicable law DGCL and the Liberty LIC Charter.; (b) Prior to the Effective Time and with respect to clause (ii)(y) below, prior to the Formula One Distribution Record Date, and in all respects in accordance with the Restructuring Plan, (i) SplitCo shall cause the SplitCo Charter to be filed with the Secretary of State of the State of Nevada, whereupon the issued and then outstanding shares of SplitCo common stock (all of which shall be owned at such time by Liberty Media) shall automatically be reclassified into: (x) a number of shares of New BATRA equal to the number of shares of BATRA outstanding; (y) a number of shares of New BATRB equal to the number of shares of BATRB outstanding; and (z) a number of shares of New BATRK equal to the number of shares of BATRK outstanding plus the Number of Shares Issuable to the SiriusXM Group with Respect to the Braves Group Inter-Group Interest (as defined in the Liberty Charter) plus the Number of Shares Issuable to the Formula One Group with Respect to the Braves Group Inter-Group Interest (as defined in the Liberty Charter), in each case as of 4:01 pm New York City time on the Redemption Date, and (ii) Liberty Media will settle (x) any remaining intergroup interest in the Braves Group attributed to the Liberty SiriusXM Group through the reattribution to the Liberty SiriusXM Group of the LSXM Group Attributed SplitCo Shares, (y) any remaining intergroup interest in the Formula One Group attributed to the Liberty SiriusXM Group through the reattribution of the LSXM Group Attributed Cash to the Liberty SiriusXM Group and (z) any remaining intergroup interest in the Braves Group attributed to the Formula One Group through the reattribution to the Formula One Group of the F1 Group Attributed SplitCo Shares. (c) At the Effective Time on On the Redemption Date, subject to the satisfaction or waiver (to the extent permitted pursuant to Section 2.2)waiver, as applicable, of the conditions to the Redemption set forth in Section 2.2, LIC will redeem (i) 0.4 of each outstanding share of LVNTA for 0.4 of a share of Splitco’s Series A common stock, par value $0.01 per share (“Splitco Series A Common Stock”), with 0.6 of each share of LVNTA remaining outstanding, and (ii) 0.4 of each outstanding share of LVNTB for 0.4 of a share of Splitco’s Series B common stock, par value $0.01 per share (“Splitco Series B Common Stock” and together with the Splitco Series A Stock, the “Splitco Common Stock”), with 0.6 of each share of LVNTB remaining outstanding. In connection with the Restructuring, Splitco will issue to LIC the applicable series and number of shares of Splitco Common Stock necessary to effect the Redemption on the Redemption Date; (c) No fractional shares of Liberty Media Ventures Common Stock will consummate be retained by holders of Liberty Ventures Common Stock and no fractional share of Splitco Common Stock will be distributed, in each case, in connection with the Redemption.. If any holder of Liberty Ventures Common Stock otherwise would be entitled to retain a fractional share of Liberty Ventures Common Stock or receive a fractional share of Splitco Common Stock in the Redemption, such holder will instead receive cash in an amount based on the aggregation and sale of all fractional shares by the Redemption Agent at prevailing market prices on behalf of such holders (after taking into account applicable procedures of The Depository Trust Company). Any amounts payable in lieu of fractional shares pursuant to this Section 2.1(c) will be payable from the proceeds of the aggregation and sale of fractional shares by the Redemption Agent as soon as practicable after the Split-Off is completed; (d) Liberty Media LIC will provide notice of the Effective Time and Redemption Date to the holders of Liberty Braves Ventures Common Stock in accordance with the requirements of Article IV, Section A.2(f)(i) and (ivA.2.(f)(iv) of the Liberty LIC Charter.; (e) Liberty Media LIC will take all such action, if any, action as may be necessary or appropriate under applicable state and foreign securities and “blue sky” laws to permit the Redemption to be effected in compliance, in all material respects, with such laws.; (f) Promptly following the Effective Time, Liberty Media LIC will cause the Redemption Agent (i) to exchange the applicable series and number of shares of Liberty Braves Ventures Common Stock held in book-entry form as of the Effective Time for the applicable series and number of shares of SplitCo Splitco Common Stock, and (ii) to mail to the holders of record of certificated shares of Liberty Braves Ventures Common Stock as of the Redemption Date a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the redeemed shares of Liberty Ventures Common Stock will pass, only upon proper delivery of the certificates representing such shares to the Redemption Agent) with instructions for use in effecting the surrender of the redeemed shares of Liberty Braves Ventures Common Stock.; (g) Shares of Liberty Braves Splitco Common Stock that are redeemed exchanged in the Redemption for shares of SplitCo Liberty Ventures Common Stock will be deemed to have been transferred as of the Effective Time; provided, that until the surrender of any certificate representing redeemed shares of Liberty Braves Ventures Common Stock for shares of SplitCo Splitco Common Stock, SplitCo Splitco may withhold and accumulate any dividends or distributions which become payable with respect to such shares of SplitCo Splitco Common Stock pending the surrender of such certificate.

The Redemption. (a) The Liberty LIC Board shall will have the authority and right (i) to (i)(xx) effect the Redemption, subject to the conditions set forth in Section 2.2, or (y) terminate the Redemption at any time prior to the Effective Time, (ii) to establish and/or or change the date and time of the record date for the meeting of stockholders of Liberty Media (the “Stockholder Meeting”) at which, among other things, which the holders of record of shares of BATRA and BATRB Liberty Ventures Common Stock will be asked to vote on the Redemption in accordance with Article IV, Section A.2(f)(iA.2.(f)(i) of the Liberty LIC Charter, (iii) to establish or change the date and time of the Stockholder Meeting, (iv) to establish or change the date (the “Redemption Date”) and time (the “Effective Time”) at which the Redemption will be effective (the “Effective Time”)effective, and (v) prior to the Effective Time to establish or change the procedures for effecting the Redemption, subject to, in all cases, any applicable provisions of the DGCL, any other applicable law DGCL and the Liberty LIC Charter.; (b) Prior to the Effective Time and with respect to clause (ii)(y) below, prior to the Formula One Distribution Record Date, and in all respects in accordance with the Restructuring Plan, (i) SplitCo shall cause the SplitCo Charter to be filed with the Secretary of State of the State of Nevada, whereupon the issued and then outstanding shares of SplitCo common stock (all of which shall be owned at such time by Liberty Media) shall automatically be reclassified into: (x) a number of shares of New BATRA equal to the number of shares of BATRA outstanding; (y) a number of shares of New BATRB equal to the number of shares of BATRB outstanding; and (z) a number of shares of New BATRK equal to the number of shares of BATRK outstanding plus the Number of Shares Issuable to the SiriusXM Group with Respect to the Braves Group Inter-Group Interest (as defined in the Liberty Charter) plus the Number of Shares Issuable to the Formula One Group with Respect to the Braves Group Inter-Group Interest (as defined in the Liberty Charter), in each case as of 4:01 pm New York City time on the Redemption Date, and (ii) Liberty Media will settle (x) any remaining intergroup interest in the Braves Group attributed to the Liberty SiriusXM Group through the reattribution to the Liberty SiriusXM Group of the LSXM Group Attributed SplitCo Shares, (y) any remaining intergroup interest in the Formula One Group attributed to the Liberty SiriusXM Group through the reattribution of the LSXM Group Attributed Cash to the Liberty SiriusXM Group and (z) any remaining intergroup interest in the Braves Group attributed to the Formula One Group through the reattribution to the Formula One Group of the F1 Group Attributed SplitCo Shares. (c) At the Effective Time on On the Redemption Date, subject to the satisfaction or waiver (to the extent permitted pursuant to Section 2.2)waiver, as applicable, of the conditions to the Redemption set forth in Section 2.2, LIC will redeem (i) 0.4 of each outstanding share of LVNTA for 0.4 of a share of Splitco’s Series A common stock, par value $0.01 per share (“Splitco Series A Common Stock”), with 0.6 of each share of LVNTA remaining outstanding, and (ii) 0.4 of each outstanding share of LVNTB for 0.4 of a share of Splitco’s Series B common stock, par value $0.01 per share (“Splitco Series B Common Stock” and together with the Splitco Series A Stock, the “Splitco Common Stock”), with 0.6 of each share of LVNTB remaining outstanding. In connection with the Restructuring, Splitco will issue to LIC the applicable series and number of shares of Splitco Common Stock necessary to effect the Redemption on the Redemption Date; (c) No fractional shares of Liberty Media Ventures Common Stock will consummate be retained by holders of Liberty Ventures Common Stock and no fractional share of Splitco Common Stock will be distributed, in each case, in connection with the Redemption.. If any record holder of Liberty Ventures Common Stock otherwise would be entitled to retain a fractional share of Liberty Ventures Common Stock or receive a fractional share of Splitco Common Stock in the Redemption, such record holder will instead receive cash in an amount based on the aggregation and sale of all fractional shares by the Redemption Agent at prevailing market prices on behalf of such holders. Any amounts payable in lieu of fractional shares pursuant to this Section 2.1(c) will be payable from the proceeds of the aggregation and sale of fractional shares by the Redemption Agent as soon as practicable after the Split-Off is completed; (d) Liberty Media LIC will provide notice of the Effective Time and Redemption Date to the holders of Liberty Braves Ventures Common Stock in accordance with the requirements of Article IV, Section A.2(f)(i) and (ivA.2.(f)(iv) of the Liberty LIC Charter.; (e) Liberty Media LIC will take all such action, if any, action as may be necessary or appropriate under applicable state and foreign securities and “blue sky” laws to permit the Redemption to be effected in compliance, in all material respects, with such laws.; (f) Promptly following the Effective Time, Liberty Media LIC will cause the Redemption Agent (i) to exchange the applicable series and number of shares of Liberty Braves Ventures Common Stock held in book-entry form as of the Effective Time for the applicable series and number of shares of SplitCo Splitco Common Stock, and (ii) to mail to the holders of record of certificated shares of Liberty Braves Ventures Common Stock as of the Redemption Date a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the redeemed shares of Liberty Ventures Common Stock will pass, only upon proper delivery of the certificates representing such shares to the Redemption Agent) with instructions for use in effecting the surrender of the redeemed shares of Liberty Braves Ventures Common Stock.; (g) Shares of Liberty Braves Splitco Common Stock that are redeemed exchanged in the Redemption for shares of SplitCo Liberty Ventures Common Stock will be deemed to have been transferred issued as of the Effective Time; provided, that until the surrender of any certificate representing redeemed shares of Liberty Braves Ventures Common Stock for shares of SplitCo Splitco Common Stock, SplitCo Splitco may withhold and accumulate any dividends or distributions which become payable with respect to such shares of SplitCo Splitco Common Stock pending the surrender of such certificate.