LIBERTY MEDIA CORPORATION Up to 29,450,846 Shares* of Series C Liberty SiriusXM Common Stock Issuable Upon Exercise of Rights to Subscribe for such Shares FORM OF DEALER MANAGER AGREEMENTDealer Manager Agreement • May 14th, 2020 • Liberty Media Corp • Television broadcasting stations • New York
Contract Type FiledMay 14th, 2020 Company Industry JurisdictionLiberty Media Corporation, a Delaware corporation (the “Company”), proposes to distribute to the holders of record (the “Holders”) as of 5:00 p.m. (New York City) time on May 13, 2020 of its outstanding (i) Series A Liberty SiriusXM Common Stock, par value $0.01 per share (the “Series A LSXM Common Stock”), (ii) Series B Liberty SiriusXM Common Stock, par value $0.01 per share (the “Series B LSXM Common Stock”), and (iii) Series C Liberty SiriusXM Common Stock, par value $0.01 per share (the “Series C LSXM Common Stock”), rights (each, a “Right” and, collectively, the “Rights”) entitling such Holders, to collectively subscribe for up to an aggregate of 29,450,846 whole shares of Series C LSXM Common Stock, plus additional shares of Series C LSXM Common Stock which may be issued as a result of rounding fractional Rights up to the nearest whole right, as described in the Prospectus (as defined below) (each, a “Share” and, collectively, the “Shares”) (the “Rights Offering”). Pursuant to t