Liberty Spinco, Inc. Sample Contracts

LIBERTY MEDIA CORPORATION (a Delaware corporation) 10,650,000 Shares of Series C Liberty Formula One Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • August 21st, 2024 • Liberty Media Corp • Television broadcasting stations • New York
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FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 19th, 2012 • Liberty Spinco, Inc. • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of this [ ] day of [ ], by and between Liberty Spinco, Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).

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NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • March 1st, 2018 • Liberty Media Corp • Television broadcasting stations • Colorado

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of the date set forth on Schedule I hereto (the “Grant Date”), by and between the issuer identified in Schedule I hereto (the “Company”), and the recipient (the “Grantee”) of an Award of Options granted by the Plan Administrator (as defined in Schedule I hereto) as set forth in this Agreement.

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FORM OF AMENDED AND RESTATED INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 9th, 2019 • Liberty Media Corp • Television broadcasting stations • Delaware

THIS AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (this “Agreement”), dated ___________, ____, is effective as of the Effective Date (as defined below), by and between Liberty Media Corporation, a Delaware corporation (the “Company”), and ____________ (“Indemnitee”). Indemnitee and the Company previously entered into that certain Indemnification Agreement, dated as of _________ (the “Prior Agreement”). This Agreement supersedes and replaces the Prior Agreement in its entirety.

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AIRCRAFT TIME SHARING AGREEMENT
Aircraft Time Sharing Agreement • July 18th, 2023 • Liberty Media Corp • Television broadcasting stations

This Aircraft Time Sharing Agreement (“Agreement”) is entered into as of the 18th day of July, 2023, by and between Liberty Media Corporation, with an address of 12300 Liberty Boulevard, Englewood, Colorado 80112 (“Lessor”), and Atlanta Braves Holdings, Inc., with an address of 12300 Liberty Boulevard, Englewood, Colorado 80112 (“Lessee”).

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PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT
Performance-Based Restricted Stock Units Agreement • May 7th, 2021 • Liberty Media Corp • Television broadcasting stations • Delaware

THIS PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made and effective as of the date specified in Schedule I hereto (the “Grant Date”), by and between the issuer specified in Schedule I hereto (the “Company”) and you.

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FORM OF RESTRICTED STOCK UNITS AGREEMENT
Restricted Stock Units Agreement • November 9th, 2017 • Liberty Media Corp • Television broadcasting stations • Colorado

THIS RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made as of the date set forth on Schedule I hereto (the “Grant Date”), by and between the issuer identified in Schedule I of this Agreement (the “Company”), and the recipient (the “Grantee”) of an Award of Restricted Stock Units (as defined below) granted by the Plan Administrator (as defined in Schedule I hereto) as set forth in this Agreement.

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FORM OF FIRST AMENDMENT TO SERVICES AGREEMENT
Services Agreement • February 26th, 2020 • Liberty Media Corp • Television broadcasting stations

This First Amendment to Services Agreement (this “Amendment”), effective as of December 13, 2019, is between Liberty Media Corporation, a Delaware corporation (the “Provider”), and [____], a Delaware corporation (“[____]” or “[____]”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 18th, 2023 • Liberty Media Corp • Television broadcasting stations • New York

THIS REGISTRATION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”) dated as of July 18, 2023, by and between Atlanta Braves Holdings, Inc., a Nevada corporation (the “Company”), and Liberty Media Corporation, a Delaware corporation (“LMC Stockholder”). Capitalized terms used but not defined elsewhere herein are defined in Article I.

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REORGANIZATION AGREEMENT by and between LIBERTY MEDIA CORPORATION and ATLANTA BRAVES HOLDINGS, INC. Dated as of June 28, 2023
Reorganization Agreement • July 18th, 2023 • Liberty Media Corp • Television broadcasting stations • Nevada

This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this “Agreement”), dated as of June 28, 2023, is entered into by and between LIBERTY MEDIA CORPORATION, a Delaware corporation (“Liberty Media”), and ATLANTA BRAVES HOLDINGS, INC., a Nevada corporation (“SplitCo”). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1.

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LIBERTY MEDIA CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • December 19th, 2019 • Liberty Media Corp • Television broadcasting stations • Colorado

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is entered into effective as of December 15, 2019 by and between LIBERTY MEDIA CORPORATION, a Delaware corporation (the “Company”), and Gregory B. Maffei (the “Grantee”).

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NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • February 26th, 2021 • Liberty Media Corp • Television broadcasting stations • Delaware

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and effective as of the date specified in Schedule I hereto (the “Grant Date”), by and between the issuer specified in Schedule I hereto (the “Company”) and you.

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RESTRICTED STOCK UNITS AGREEMENT
Restricted Stock Units Agreement • February 26th, 2021 • Liberty Media Corp • Television broadcasting stations • Delaware

THIS RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made and effective as of the date specified in Schedule I hereto (the “Grant Date”), by and between the issuer specified in Schedule I hereto (the “Company”) and you.

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FORM OF PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT
Performance-Based Restricted Stock Units Agreement • November 9th, 2017 • Liberty Media Corp • Television broadcasting stations • Colorado

THIS PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made as of the date set forth on Schedule I hereto (the “Grant Date”), by and between the issuer identified in Schedule I of this Agreement (the “Company”), and the recipient (the “Grantee”) of an Award of Restricted Stock Units (as defined below) granted by the Compensation Committee of the Board of Directors of the Company as set forth in this Agreement.

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NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • February 26th, 2021 • Liberty Media Corp • Television broadcasting stations • Delaware

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and effective as of the date specified in Schedule I hereto (the “Grant Date”), by and between the issuer specified in Schedule I hereto (the “Company”) and you.

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RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 26th, 2016 • Liberty Media Corp • Television broadcasting stations • Colorado

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made as of the date set forth on Schedule I hereto (the “Grant Date”), by and between the issuer identified in Schedule I hereto (the “Company”), and the recipient (the “Grantee”) of an Award of Restricted Shares granted by the Plan Administrator (as defined in Schedule I hereto) as set forth in this Agreement.

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To:Liberty Media Corporation
Warrant Agreement • August 5th, 2016 • Liberty Media Corp • Television broadcasting stations • New York

The purpose of this letter agreement (this “Amended and Restated Confirmation”) is to amend and restate the terms and conditions of the Warrants issued by Liberty Media Corporation (“Company”) to JPMorgan Chase Bank, National Association, London Branch (“Dealer”) as of the Trade Date specified below (the “Transaction”) to give effect to the adjustments in respect of the common stock reclassification (the “Reclassification”) effected by Company in April 2016 and to reflect all adjustments under the Transaction prior to the occurrence of the Reclassification. The parties agree that adjustments to the Transaction in connection with the Reclassification shall be deemed to be effective as of April 15, 2016. This Amended and Restated Confirmation, dated June 22, 2016 (the “Amendment and Restatement Date”), amends and restates in its entirety the Confirmation, dated October 11, 2013, between Dealer and Company (the “Original Confirmation”) and constitutes a “Confirmation” as referred to in th

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LIBERTY PROPERTY HOLDINGS, INC. 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112
Facilities Sharing Agreement • July 18th, 2023 • Liberty Media Corp • Television broadcasting stations • Colorado

Liberty Media Corporation, a Delaware corporation (“Liberty Media” or “Provider”), has effected, or will shortly effect, the split-off (the “Split-Off”) of Atlanta Braves Holdings, Inc., a Nevada corporation (“SplitCo”), by means of the redemption of each issued and outstanding share of Liberty Media’s Series A Liberty Braves common stock (“BATRA”), Series B Liberty Braves common stock (“BATRB”) and Series C Liberty Braves common stock (“BATRK” and together with BATRA and BATRB, the “Liberty Braves common stock”) in exchange for one share of the corresponding series of common stock of SplitCo. To that end, Liberty Media and SplitCo have entered into a Reorganization Agreement, dated as of June 28, 2023 (the “Reorganization Agreement”), pursuant to which various assets and businesses of Liberty Media and its subsidiaries have been, or will be, transferred to SplitCo and its subsidiaries.

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RESTRICTED STOCK UNITS AGREEMENT
Restricted Stock Units Agreement • May 8th, 2024 • Liberty Media Corp • Television broadcasting stations • Delaware

THIS RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made and effective as of the date specified in Schedule I hereto (the “Grant Date”), by and between the issuer specified in Schedule I hereto (the “Company”) and you.

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TAX SHARING AGREEMENT BETWEEN LIBERTY MEDIA CORPORATION AND ATLANTA BRAVES HOLDINGS, INC.
Tax Sharing Agreement • July 18th, 2023 • Liberty Media Corp • Television broadcasting stations • Nevada

THIS TAX SHARING AGREEMENT (this “Agreement”) is entered into as of July 18, 2023, between Liberty Media Corporation, a Delaware corporation (“Distributing”), and Atlanta Braves Holdings, Inc., a Nevada corporation (“Splitco”).

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FORM OF REORGANIZATION AGREEMENT between LIBERTY MEDIA CORPORATION and LIBERTY SPINCO, INC. Dated as of [ ], 2012
Reorganization Agreement • December 17th, 2012 • Liberty Spinco, Inc. • Television broadcasting stations • Delaware

This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this “Agreement”), dated as of [ ], 2012, is entered into by and between LIBERTY MEDIA CORPORATION, a Delaware corporation (“LMC”), and LIBERTY SPINCO, INC., a Delaware corporation (“Spinco”). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1.

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FORM OF TAX SHARING AGREEMENT BETWEEN STARZ AND LIBERTY MEDIA CORPORATION
Tax Sharing Agreement • November 30th, 2012 • Liberty Spinco, Inc. • Television broadcasting stations • Delaware

THIS TAX SHARING AGREEMENT (this “Agreement”) is entered into as of [ ], between Starz, a Delaware corporation formerly known as Liberty Media Corporation (“Distributing”), and Liberty Media Corporation, a Delaware corporation formerly known as Liberty Spinco, Inc. (“Spinco”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of this Agreement.

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SERVICES AGREEMENT
Services Agreement • July 18th, 2023 • Liberty Media Corp • Television broadcasting stations • Colorado

THIS SERVICES AGREEMENT (this “Agreement”) is made and entered into as of July 18, 2023, by and between Liberty Media Corporation, a Delaware corporation (the “Provider”), and Atlanta Braves Holdings, Inc., a Nevada corporation (“SplitCo”).

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LIBERTY MEDIA CORPORATION (As Established as of May 24, 2017) PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT
Performance-Based Restricted Stock Units Agreement • December 19th, 2019 • Liberty Media Corp • Television broadcasting stations • Colorado

THIS PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is entered into effective as of [Date], 2020 by and between LIBERTY MEDIA CORPORATION, a Delaware corporation (the “Company”), and Gregory B. Maffei (the “Grantee”).

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FIRST AMENDMENT To THE agreement and plan of merger
Agreement and Plan of Merger • June 17th, 2024 • Liberty Media Corp • Television broadcasting stations

This FIRST AMENDMENT (this “Amendment”) to the AGREEMENT AND PLAN OF MERGER, dated as of December 11, 2023 (the “Original Agreement”), by and among LIBERTY MEDIA CORPORATION, a Delaware corporation (“Liberty”), LIBERTY SIRIUS XM HOLDINGS INC., a Delaware corporation and a wholly owned Subsidiary of Liberty (“SplitCo”), RADIO MERGER SUB, LLC, a Delaware limited liability company and a wholly owned Subsidiary of SplitCo (“Merger Sub”), and SIRIUS XM HOLDINGS INC., a Delaware corporation (“SiriusXM”), is made as of June 16, 2024, by and among Liberty, SplitCo, Merger Sub and SiriusXM.

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October 10, 2013
Base Cash Convertible Bond Hedge Transaction • November 5th, 2013 • Liberty Media Corp • Television broadcasting stations

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the cash convertible bond hedge transaction entered into between Wells Fargo Bank, National Association (“Dealer”) and Liberty Media Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). Dealer is acting as principal and Wells Fargo Securities, LLC (“Agent”), its affiliate, is acting as agent for Dealer for the Transaction under this Confirmation. This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.

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SHARE REPURCHASE AGREEMENT
Share Repurchase Agreement • October 10th, 2013 • Liberty Media Corp • Television broadcasting stations

THIS SHARE REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 9th day of October, 2013, by and between Liberty Media Corporation, a Delaware corporation (the “Seller”), and Sirius XM Radio Inc., a Delaware corporation (the “Purchaser”).

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AGREEMENT AND PLAN OF MERGER Dated as of December 11, 2023 by and among LIBERTY MEDIA CORPORATION, LIBERTY SIRIUS XM HOLDINGS INC., RADIO MERGER SUB, LLC and SIRIUS XM HOLDINGS INC.
Merger Agreement • December 12th, 2023 • Liberty Media Corp • Television broadcasting stations • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of December 11, 2023 (this “Agreement”), is by and among LIBERTY MEDIA CORPORATION, a Delaware corporation (“Liberty”), LIBERTY SIRIUS XM HOLDINGS INC., a Delaware corporation and a wholly owned Subsidiary of Liberty (“SplitCo”), RADIO MERGER SUB, LLC, a Delaware limited liability company and a wholly owned Subsidiary of SplitCo (“Merger Sub”), and SIRIUS XM HOLDINGS INC., a Delaware corporation (“SiriusXM”). Certain terms used in this Agreement are used as defined in Section 10.10.

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To:Liberty Media Corporation
Additional Cash Convertible Bond Hedge Transaction • August 5th, 2016 • Liberty Media Corp • Television broadcasting stations

The purpose of this letter agreement (this “Amended and Restated Confirmation”) is to amend and restate the terms and conditions of the cash convertible bond hedge transaction entered into between Wells Fargo Bank, National Association (“Dealer”) and Liberty Media Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”) to give effect to the adjustments in respect of the Supplemental Indenture executed by Counterparty on April 15, 2016 (the “Supplemental Indenture”), which amended the Indenture (as defined below) in respect of the common stock reclassification (the “Reclassification”) effected by Counterparty in April 2016, confirm the parties’ agreement to the amendments to the Indenture contemplated by the Supplemental Indenture and reflect all adjustments under the Transaction prior to the occurrence of the Reclassification. The parties agree that adjustments to the Transaction in connection with the Reclassification shall be deemed to be effective as of

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FORM OF INVESTMENT AGREEMENT
Investment Agreement • December 14th, 2016 • Liberty Media Corp • Television broadcasting stations • Delaware

THIS INVESTMENT AGREEMENT, dated as of [·] [·], 2016 (this “Agreement”), is entered into by and between Liberty Media Corporation, a Delaware corporation (the “Company”), and [·], a [·] (the “Purchaser”). Certain terms used in this Agreement are defined in Section 10.15.

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LIBERTY MEDIA CORPORATION EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 26th, 2015 • Liberty Media Corp • Television broadcasting stations • Colorado

The following schedules and exhibits to the Executive Employment Agreement, dated as of December 29, 2014, by and between Liberty Media Corporation and Gregory B. Maffei have not been provided herein:

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REORGANIZATION AGREEMENT by and among LIBERTY MEDIA CORPORATION, Liberty Sirius XM Holdings Inc. and SIRIUS XM HOLDINGS INC. Dated as of December 11, 2023
Reorganization Agreement • December 12th, 2023 • Liberty Media Corp • Television broadcasting stations • Delaware
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June 22, 2016
Base Cash Convertible Bond Hedge Transaction • August 5th, 2016 • Liberty Media Corp • Television broadcasting stations • New York

The purpose of this letter agreement (this “Amended and Restated Confirmation”) is to amend and restate the terms and conditions of the cash convertible bond hedge transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Liberty Media Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”) to give effect to the adjustments in respect of the Supplemental Indenture executed by Counterparty on April 15, 2016 (the “Supplemental Indenture”), which amended the Indenture (as defined below) in respect of the common stock reclassification (the “Reclassification”) effected by Counterparty in April 2016, confirm the parties’ agreement to the amendments to the Indenture contemplated by the Supplemental Indenture and reflect all adjustments under the Transaction prior to the occurrence of the Reclassification. The parties agree that adjustments to the Transaction in connection with the Reclassification shall be deemed to

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LIBERTY MEDIA CORPORATION as Issuer AND U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of August 17, 2016 2.25% Exchangeable Senior Debentures due 2046
Indenture • October 27th, 2016 • Liberty Media Corp • Television broadcasting stations • New York

This INDENTURE, by and between Liberty Media Corporation, a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”), is dated as of August 17, 2016.

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Form of Facilities Sharing Agreement LIBERTY PROPERTY HOLDINGS, INC. 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112
Facilities Sharing Agreement • November 30th, 2012 • Liberty Spinco, Inc. • Television broadcasting stations • Colorado
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