Exhibit 10.8


 


SERVICES AGREEMENT


 


SERVICES AGREEMENT
(this “Agreement”), dated as of [●], 2021, by and between Liberty Media Corporation, a Delaware corporation
(the “Provider”), and Liberty Media Acquisition Corporation, a Delaware corporation (“LMAC”).


 


RECITALS


 


WHEREAS, LMAC and the
Provider desire that, following the Effective Date (as defined below), LMAC obtain from the Provider the services described herein,
and that LMAC compensate the Provider for the performance of such services on the basis set forth in this Agreement; and


 


WHEREAS, on the date
hereof a subsidiary of the Provider is also entering into a facilities sharing agreement with LMAC with respect to 12300 Liberty
Boulevard, Englewood, Colorado 80112.


 


AGREEMENT


 


NOW THEREFORE, in consideration
of the foregoing recitals, the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be bound legally, agree as follows:


 


ARTICLE
I



ENGAGEMENT AND SERVICES


 


Section
1.1            Engagement.
LMAC engages the Provider to provide to LMAC, commencing on the date the securities of LMAC are first listed on the Nasdaq Capital
Market (the “Effective Date”), the Services (as defined below), and the Provider accepts such engagement, in
each case subject to and upon the terms and conditions of this Agreement. The parties acknowledge that certain of the Services
will be performed by officers, employees or consultants of the Provider, who may also serve, from time to time, as officers, employees
or consultants of other companies, including, without limitation, LMAC, Qurate Retail, Inc. (“Qurate”), Liberty
Broadband Corporation (“LBC”) and Liberty TripAdvisor Holdings, Inc. (“LTAH”). 


 


Section
1.2            Services.
The Provider shall render to LMAC, by and through such of the Provider’s officers, employees, agents, representatives and
affiliates as the Provider, in its sole discretion, may designate from time to time, support and administrative services, including
research, due diligence, transaction process management and execution, information technology, public and investor relations, legal,
facilities management, back office, vendor management, accounting, book and record keeping, cash management and secretarial services
(collectively, the “Services”); provided, however, that the Services shall not include any investment
advice to LMAC.


 






     


     


    

 


Section
1.3            Services Not to Interfere with the Provider’s
Business. LMAC acknowledges and agrees that in providing
Services hereunder the Provider will not be required to take any action that would disrupt, in any material respect, the orderly
operation of the Provider’s business activities. 


 


Section
1.4            Services Fee.


 


(a)       For
the period from the Effective Date to the expiration of the Term, LMAC agrees to pay, and the Provider agrees to accept, a monthly
fee equal to $83,333, payable in arrears (the “Services Fee”); provided, that the first payment following
the Effective Date shall be prorated based on the number of days after (but excluding) the Effective Date until (and including)
the last day of the calendar month in an amount equal to one-thirtieth of the Services Fee per day; provided, further,
that upon the consummation by LMAC of the Initial Business Combination (as defined below), the Provider and LMAC will review and
evaluate (and thereafter will review and evaluate semiannually) the Services Fee for reasonableness during the Term and will negotiate
in good faith to reach agreement on any appropriate adjustments to the Services Fee, and based on such review and evaluation, Provider
and LMAC will agree on the appropriate effective date (which may be retroactive, but in no event earlier than the date of the consummation
by LMAC of the Initial Business Combination) of any such adjustment to the Services Fee.


 


(b)        LMAC
will pay the Provider the Services Fee by wire or intrabank transfer of funds or in such other reasonable manner specified by the
Provider to LMAC, in arrears on or before the last day of each calendar month following the Effective Date.


 


Section
1.5            Survival. LMAC’s obligation to pay the
Services Fee shall survive the expiration or earlier termination of this Agreement with respect to such amounts as are payable
in respect of the period of time prior to the effective date of such expiration or termination.


 


Section
1.6            LMAC Trust Account. Notwithstanding Article
IV, Article V or anything contained herein to the contrary, the Provider hereby irrevocably waives any and all right,
title, interest, causes of action and claims of any kind or nature whatsoever (each, a “Claim”) in or to, and
any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public
stockholders of LMAC and into which substantially all of the proceeds of LMAC’s initial public offering will be deposited
(the “Trust Account”), and hereby irrevocably waives any Claim it presently has or may have in the future as
a result of, or arising out of, this Agreement, which Claim would reduce, encumber or otherwise adversely affect the Trust Account
or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction
of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.


 






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ARTICLE
II



TERM


 


Section
2.1            Term.
The term of this Agreement (the “Term”) will commence on the Effective Date and will continue until terminated
in accordance with Section 2.2.


 


Section
2.2            Termination.
This Agreement will be terminated prior to the expiration of the Term in the following events:


 


(a)           
upon mutual written agreement of the parties hereto;


 


(b)            immediately
upon written notice (or at any later time specified in such notice) by the Provider to LMAC if a Change in Control occurs
with respect to LMAC following the consummation by LMAC of an initial business combination (as described in the Registration
Statement on Form S-1 (File No. 333-250188) filed with the Securities and Exchange Commission) (the “Initial
Business Combination”); or


 


(c)           
 immediately upon written notice (or at any later
time specified in such notice) by LMAC to the Provider if a Change in Control occurs with respect to the Provider following the consummation by LMAC of the Initial Business Combination.


 


For purposes of this
Section 2.2, a “Change in Control” will be deemed to have occurred with respect to a party if a merger, consolidation,
binding share exchange, acquisition, or similar transaction (each, a “Transaction”), or series of related Transactions,
involving such party occurs as a result of which the voting power of all voting securities of such party outstanding immediately
prior thereto represent (either by remaining outstanding or being converted into voting securities of the surviving entity) less
than 75% of the voting power of such party or the surviving entity of the Transaction outstanding immediately after such Transaction
(or if such party or the surviving entity after giving effect to such Transaction is a subsidiary of the issuer of securities in
such Transaction, then the voting power of all voting securities of such party outstanding immediately prior to such Transaction
represent (by being converted into voting securities of such issuer) less than 75% of the voting power of the issuer outstanding
immediately after such Transaction). For the avoidance of doubt, the consummation of the Initial Business Combination shall not be deemed to constitute a Change in Control
with respect to LMAC.


 


Each party will remain
liable to the other for any required payment accrued prior to the termination of this Agreement.


 


ARTICLE
III



PERSONNEL AND EMPLOYEES


 


Section
3.1            Personnel to Provide Services.



 


(a)           
The Provider will make available to LMAC, on a non-exclusive basis, certain employees, independent contractors or other
personnel engaged by Provider (the “Personnel”) to perform the Services.


 


(b)           
LMAC acknowledges that certain of the Personnel also will be performing services for the Provider, Qurate, LBC, LTAH and/or
other companies, from time to time, including certain Subsidiaries and Affiliates of each of the foregoing, in each case, while
also potentially performing services directly for LMAC irrespective of this Agreement.


 






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Section
3.2            Provider as Payor.
The parties acknowledge and agree that the Provider, and not LMAC, will be solely responsible for the payment of salaries, wages,
benefits (including health insurance, retirement, and other similar benefits, if any) and other compensation applicable to all
Personnel. All Personnel will be subject to the personnel policies of the Provider. The Provider will be responsible for the payment
of all federal, state, and local withholding taxes on the compensation of all Personnel and other such employment related taxes
as are required by law. LMAC will cooperate with the Provider to facilitate the Provider’s compliance with applicable federal,
state, and local laws, rules, regulations, and ordinances applicable to the employment or engagement of all Personnel.


 


Section
3.3            Additional Employee Provisions.
The Provider will have the right to terminate its employment or engagement of any Personnel at any time. 


 


ARTICLE
IV



INDEMNIFICATION


 


Section
4.1            Indemnification by the Provider.
Following the consummation by LMAC of the Initial Business Combination, the Provider will indemnify, defend, and hold harmless
LMAC and each of its Subsidiaries, officers, directors, employees and agents, successors and assigns (collectively, the “LMAC
Indemnitees”), from and against any and all judgments, Liabilities, losses, costs, damages, or expenses, including reasonable
attorney’s fees, disbursements, and costs (collectively, “Losses”), incurred in connection with any Action
brought by a third party (a “Third-Party Claim”) (including but not limited to defending or avoiding any such
Action) arising from or out of, or relating to the gross negligence, willful misconduct, fraud, or bad faith of the Provider in
connection with the performance of any provision of this Agreement (the “Provider Indemnification Matter”);
provided, that notwithstanding the foregoing or any other provisions of this Agreement, at any time during the Term, the
Provider shall not be liable, responsible or accountable to the LMAC Indemnitees for any Losses incurred by the LMAC Indemnitees
for any act or omission by the Provider unless such conduct constitutes gross negligence, willful misconduct, fraud, or bad faith
of the Provider.


 


Section
4.2            Indemnification by LMAC.
Following the consummation by LMAC of the Initial Business Combination, LMAC will indemnify, defend, and hold harmless the Provider
and its Subsidiaries, Affiliates, officers, directors, employees and agents, successors and assigns (collectively, the “Provider
Indemnitees”), from and against any and all Losses incurred in connection with any Action brought by a third party (including
but not limited to defending or avoiding any Action) arising from or out of, or relating to (a) any material breach by LMAC of
its obligations under this Agreement, or (b) any acts or omissions of the Provider in providing the Services pursuant to this Agreement
(including for its own negligence, but except to the extent such Losses arise from the Provider Indemnification Matter); provided,
that LMAC and its Subsidiaries shall be excluded from the definition of “Provider Indemnitees.”


 






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Section
4.3            Indemnification Procedures.


 


(a)              
(i)In connection with any indemnification provided for in Section 4.1 or 4.2, the party seeking indemnification
(the “Indemnitee”) will give the party from which indemnification is sought (the “Indemnitor”)
prompt notice whenever it comes to the attention of the Indemnitee that the Indemnitee has suffered or incurred, or may suffer
or incur, any Losses for which it is entitled to indemnification under Section 4.1 or 4.2, and, if and when known,
the facts constituting the basis for such claim and the projected amount of such Losses (which shall not be conclusive as to the
amount of such Losses), in each case in reasonable detail, provided that such notice will be given no later than ten business days
following receipt by the Indemnitee of written notice of any Third-Party Claim as to which indemnification is available hereunder.
Failure by any Indemnitee to so notify the Indemnitor will not affect the rights of such Indemnitee hereunder except to the extent
that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnitor with respect to
such Third-Party Claim. The Indemnitee will deliver to the Indemnitor as promptly as practicable, and in any event within five
business days after Indemnitee’s receipt, copies of all notices, court papers and other documents received by the Indemnitee
relating to any Third-Party Claim.


 


(ii)             
The Indemnitor will be entitled, if it so elects, to take control of the defense and investigation with respect to such
Third-Party Claim and to employ and engage attorneys reasonably satisfactory to the Indemnitee to handle and defend such claim,
at the Indemnitor’s cost, risk and expense, upon written notice to the Indemnitee of such election, which notice acknowledges
the Indemnitor’s obligation to provide indemnification under this Agreement with respect to any Losses arising out of or
relating to such Third-Party Claim. The Indemnitor will not settle any Third-Party Claim that is the subject of indemnification
without the written consent of the Indemnitee, which consent will not be unreasonably withheld, conditioned or delayed; provided,
however, that, after reasonable notice, the Indemnitor may settle a claim without the Indemnitee’s consent if such settlement
(A) makes no admission or acknowledgment of Liability or culpability with respect to the Indemnitee, (B) includes a complete release
of the Indemnitee and (C) does not seek any relief against the Indemnitee other than the payment of money damages to be borne by
the Indemnitor. The Indemnitee will cooperate in all reasonable respects with the Indemnitor and its attorneys in the investigation,
trial and defense of any lawsuit or action with respect to such claim and any appeal arising therefrom (including the filing in
the Indemnitee’s name of appropriate cross-claims and counterclaims). The Indemnitee may, at its own cost, participate in
any investigation, trial and defense of any Third-Party Claim controlled by the Indemnitor and any appeal arising therefrom, including
participating in the process with respect to the potential settlement or compromise thereof. If the Indemnitee has been advised
by its counsel that there may be one or more legal defenses available to the Indemnitee that conflict with those available to,
or that are not available to, the Indemnitor (“Separate Legal Defenses”), or that there may be actual or potential
differing or conflicting interests between the Indemnitor and the Indemnitee in the conduct of the defense of such Third-Party
Claim, the Indemnitee will have the right, at the expense of the Indemnitor, to engage separate counsel reasonably acceptable to
the Indemnitor to handle and defend such Third-Party Claim, provided, that, if such Third-Party Claim can be reasonably
separated between those portion(s) for which Separate Legal Defenses are available (“Separable Claims”) and
those for which no Separate Legal Defenses are available, the Indemnitee will instead have the right, at the expense of the Indemnitor,
to engage separate counsel reasonably acceptable to the Indemnitor to handle and defend the Separable Claims, and the Indemnitor
will not have the right to control the defense or investigation of such Third-Party Claim or such Separable Claims, as the case
may be (and, in which latter case, the Indemnitor will have the right to control the defense or investigation of the remaining
portion(s) of such Third-Party Claim).


 






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(iii)           
With respect to any Third-Party Claim as to which indemnification is available hereunder, the Indemnitor does not undertake
to defend the Indemnitee against such Third-Party Claim, whether by not giving the Indemnitee timely notice of its election to
so defend or otherwise, the Indemnitee may, but will have no obligation to, assume its own defense, at the expense of the Indemnitor
(including attorney’s fees and costs), it being understood that the Indemnitee’s right to indemnification for such
Third-Party Claim shall not be adversely affected by its assuming the defense of such Third-Party Claim. The Indemnitor will be
bound by the result obtained with respect thereto by the Indemnitee; provided, that the Indemnitee may not settle any lawsuit
or action with respect to which the Indemnitee is entitled to indemnification hereunder without the consent of the Indemnitor,
which consent will not be unreasonably withheld, conditioned or delayed; provided further, that such consent shall not be
required if (i) the Indemnitor had the right under this Section 4.3 to undertake control of the defense of such Third-Party
Claim and, after notice, failed to do so within thirty days of receipt of such notice (or such lesser period as may be required
by court proceedings in the event of a litigated matter), or (ii) (x) the Indemnitor does not have the right to control the defense
of the entirety of such Third-Party Claim pursuant to Section 4.3(a)(ii) or (y) the Indemnitor does not have the right to
control the defense of any Separable Claim pursuant to Section 4.3(a)(ii) (in which case such settlement may only apply
to such Separable Claims), the Indemnitee provides reasonable notice to Indemnitor of the settlement, and such settlement (A) makes
no admission or acknowledgment of Liability or culpability with respect to the Indemnitor, (B) does not seek any relief against
the Indemnitor and (C) does not seek any relief against the Indemnitee for which the Indemnitor is responsible other than the payment
of money damages.


 


(b)              
In no event will the Indemnitor be liable to any Indemnitee for any special, consequential, indirect, collateral, incidental
or punitive damages, however caused and on any theory of liability arising in any way out of this Agreement, whether or not such
Indemnitor was advised of the possibility of any such damages; provided, that the foregoing limitations shall not limit
a party’s indemnification obligations for any Losses incurred by an Indemnitee as a result of the assertion of a Third-Party
Claim.


 


(c)              
The Indemnitor and the Indemnitee shall use commercially reasonable efforts to avoid production of confidential information,
and to cause all communications among employees, counsel and others representing any party with respect to a Third-Party Claim
to be made so as to preserve any applicable attorney-client or work-product privilege.


 


(d)              
The Indemnitor shall pay all amounts payable pursuant to this Section 4.3 by wire transfer of immediately available
funds, promptly following receipt from an Indemnitee of a bill, together with all accompanying reasonably detailed backup documentation,
for any Losses that are the subject of indemnification hereunder, unless the Indemnitor in good faith disputes the amount of such
Losses or whether such Losses are covered by the Indemnitor’s indemnification obligation in which event the Indemnitor shall
promptly so notify the Indemnitee. In any event, the Indemnitor shall pay to the Indemnitee, by wire transfer of immediately available
funds, the amount of any Losses for which it is liable hereunder no later than three (3) days following any final determination
of the amount of such Losses and the Indemnitor’s liability therefor. A “final determination” shall exist when
(a) the parties to the dispute have reached an agreement in writing or (b) a court of competent jurisdiction shall have entered
a final and non-appealable order or judgment.


 






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(e)              
The remedies provided in this Section 4.3 shall be cumulative and shall not preclude assertion by any Indemnitee
of any other rights or the seeking of any and all other remedies against an Indemnitor, subject to Section 4.3(b).


 


(f)               
To the fullest extent permitted by applicable law, the Indemnitor will indemnify the Indemnitee against any and all reasonable
fees, costs and expenses (including attorneys’ fees), incurred in connection with the enforcement of his, her or its rights
under this Article IV.


 


Section
4.4            Survival.
The terms and conditions of this Article IV will survive the expiration or termination of this Agreement.


 


ARTICLE
V



MISCELLANEOUS


 


Section
5.1            Defined Terms.



 


(a)           
The following terms will have the following meanings for all purposes of this Agreement:


 


“Action”
means any demand, action, claim, suit, countersuit, litigation, arbitration, prosecution, proceeding (including any civil, criminal,
administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought,
conducted or heard by or before, or otherwise involving, any court, grand jury or other governmental authority or any arbitrator
or arbitration panel.


 


“Affiliate”
means, with respect to any Person, any other Person controlled by such first Person, with “control” for such purpose
meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of
a Person, whether through the ownership of voting securities or voting interests, by contract, or otherwise. Notwithstanding the
foregoing, for purposes of this Agreement, none of the Persons listed in clause (i), (ii), (iii) or (iv)
shall be deemed to be Affiliates of any Person listed in any other such clause: (i) Provider taken together with its Subsidiaries,
(ii) LMAC taken together with its Subsidiaries (iii) LBC taken together with its Subsidiaries, (iv) Qurate taken together with
its Subsidiaries, (v) LTAH taken together with its Subsidiaries, or (vi) any other entities with an executive management team that
may from time to time include certain of the Personnel taken together with the Subsidiaries of such entities.


 


“Confidential
Information” means any information marked, noticed, or treated as confidential by a party which such party holds in confidence,
including all trade secrets, technical, business, or other information, including customer or client information, however communicated
or disclosed, relating to past, present and future research, development and business activities.


 






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“Liabilities”
means any and all debts, liabilities, commitments and obligations, whether or not fixed, contingent or absolute, matured or unmatured,
direct or indirect, liquidated or unliquidated, accrued or unaccrued, known or unknown, and whether or not required by GAAP to
be reflected in financial statements or disclosed in the notes thereto (other than taxes).


 


“Person”
means any natural person, corporation, limited liability company, partnership, trust, unincorporated organization, association,
governmental authority, or other entity.


 


“Subsidiary”
when used with respect to any Person, means (i)(A) a corporation a majority in voting power of whose share capital or capital stock
with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by such Person,
by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person, whether or not such
power is subject to a voting agreement or similar encumbrance, (B) a partnership or limited liability company in which such Person
or a Subsidiary of such Person is, at the date of determination, (1) in the case of a partnership, a general partner of such partnership
with the power affirmatively to direct the policies and management of such partnership or (2) in the case of a limited liability
company, the managing member or, in the absence of a managing member, a member with the power affirmatively to direct the policies
and management of such limited liability company, or (C) any other Person (other than a corporation) in which such Person, one
or more Subsidiaries of such Person or such Person and one or more Subsidiaries of such Person, directly or indirectly, at the
date of determination thereof, has or have (1) the power to elect or direct the election of a majority of the members of the governing
body of such Person, whether or not such power is subject to a voting agreement or similar encumbrance, or (2) in the absence of
such a governing body, at least a majority ownership interest or (ii) any other Person of which an aggregate of 50% or more of
the equity interests are, at the time, directly or indirectly, owned by such Person and/or one or more Subsidiaries of such Person.
Notwithstanding the foregoing, for purposes of this Agreement, none of the Subsidiaries of the Provider will be deemed to be Subsidiaries
of LMAC or any of its Subsidiaries, nor will any of LMAC’s Subsidiaries be deemed to be Subsidiaries of the Provider or any
of its Subsidiaries.


 


(b)           
The following terms will have the meanings for all purposes of this Agreement set forth in the Section reference provided
next to such term:


 


	Definition	Section Reference
	Agreement	Preamble
	Claim	Section 1.6
	Change in Control	Section 2.2
	Effective Date	Section 1.1
	Indemnitee	Section 4.3(a)(i)
	Indemnitor	Section 4.3(a)(i)
	Initial Business Combination	Section 2.2
	LBC	Section 1.1
	LMAC	Preamble



 






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	Definition	Section Reference
	LMAC Indemnitees	Section 4.1
	Losses	Section 4.1
	LTAH	Section 1.1
	Personnel	Section 3.1
	Provider	Preamble
	Provider Indemnification Matter	Section 4.1
	Provider Indemnitees	Section 4.2
	Qurate	Section 1.1
	Separate Claims	Section 4.3(a)(ii)
	Separate Legal Defense	Section 4.3(a)(ii)
	Services	Section 1.1
	Services Fee	Section 1.4
	Term	Section 2.1
	Third-Party Claim	Section 4.1
	Transaction	Section 2.2
	Trust Account	Section 1.6





 


Section
5.2            Entire Agreement; Severability.
This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements and understandings, oral and written, among the parties hereto with respect to such subject matter. It is
the intention of the parties hereto that the provisions of this Agreement will be enforced to the fullest extent permissible under
all applicable laws and public policies, but that the unenforceability of any provision hereof (or the modification of any provision
hereof to conform with such laws or public policies, as provided in the next sentence) will not render unenforceable or impair
the remainder of this Agreement. Accordingly, if any provision is determined to be invalid or unenforceable either in whole or
in part, this Agreement will be deemed amended to delete or modify, as necessary, the invalid or unenforceable provisions and to
alter the balance of this Agreement in order to render the same valid and enforceable, consistent (to the fullest extent possible)
with the intent and purposes hereof. 


 


Section
5.3            Notices.
All notices and communications hereunder will be in writing and will be deemed to have been duly given if delivered personally
or mailed, certified or registered mail with postage prepaid, or sent by confirmed facsimile, addressed as follows:


 


	If to the Provider:	
        Liberty Media Corporation

        12300 Liberty Boulevard

        Englewood, Colorado 80112

        Attention: Chief Legal Officer

        Facsimile: [Separately provided]

	 
	 
	 	 
	If to LMAC:	
        Liberty Media Acquisition Corporation

        12300 Liberty Boulevard

        Englewood, Colorado 80112

        Attention: Chief Legal Officer

        Facsimile: [Separately provided]

	 
	 
	 
	 


 






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or to such other address (or to the attention
of such other person) as the parties may hereafter designate in writing. All such notices and communications will be deemed to
have been given on the date of delivery if sent by facsimile or personal delivery, or the third day after the mailing thereof,
except that any notice of a change of address will be deemed to have been given only when actually received.


 


Section
5.4            Governing Law.
This Agreement and the legal relations among the parties hereto will be governed in all respects, including validity, interpretation
and effect, by the laws of the State of Colorado applicable to contracts made and performed wholly therein, without giving effect
to any choice or conflict of laws provisions or rules that would cause the application of the laws of any other jurisdiction. 


 


Section 5.5           Submission
to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto irrevocably and unconditionally agrees that it will not commence
any action, litigation or proceeding of any kind whatsoever, whether in law or equity, or whether in contract or tort or otherwise,
in any way relating to this Agreement and the legal relations among the parties hereto, in any forum other than the courts of the
State of Colorado sitting in Denver County, and of the United States District Court of Colorado, and any appellate court from any
thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that
any such action, litigation or proceeding may be brought in any such Colorado State court or, to the fullest extent permitted by
applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or
proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided
by law. The parties waive the right to a trial by jury in any dispute or other claim in connection with this Agreement.


 


Section 5.6           Rules
of Construction. The descriptive headings in this
Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation
of this Agreement. Words used in this Agreement, regardless of the gender and number specifically used, will be deemed and construed
to include any other gender, masculine, feminine, or neuter, and any other number, singular or plural, as the context requires.
As used in this Agreement, the word “including” or any variation thereof is not limiting, and the word “or”
is not exclusive. The word day means a calendar day. If the last day for giving any notice or taking any other action is a Saturday,
Sunday, or a day on which banks in New York, New York or Denver, Colorado are authorized or required to be closed, the time for
giving such notice or taking such action will be extended to the next day that is not such a day.


 


Section 5.7           No
Third-Party Rights. Nothing expressed or referred
to in this Agreement is intended or will be construed to give any Person other than the parties hereto and their respective successors
and permitted assigns any legal or equitable right, remedy or claim under or with respect to this Agreement, or any provision hereof,
it being the intention of the parties hereto that this Agreement and all of its provisions and conditions are for the sole and
exclusive benefit of the parties to this Agreement and their respective successors and assigns. 


 






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Section 5.8           Counterparts.
This Agreement may be executed in one or more counterparts, each of which will be an original and all of which together will constitute
one and the same instrument.


 


Section 5.9           Payment
of Expenses. From and after the Effective Date, and
except as otherwise expressly provided in this Agreement, each of the parties to this Agreement will bear its own expenses, including
the fees of any attorneys and accountants engaged by such party, in connection with this Agreement.


 


Section 5.10          Binding
Effect; Assignment. 


 


(a)           
This Agreement will inure to the benefit of and be binding on the parties to this Agreement and their respective legal representatives,
successors and permitted assigns.


 


(b)           
Except as expressly contemplated hereby, this Agreement, and the obligations arising hereunder, may not be assigned by either
party to this Agreement; provided, however, that Provider may assign its rights, interests, duties, liabilities and
obligations under this Agreement to any of its wholly-owned Subsidiaries, but such assignment shall not relieve the Provider, as
the assignor, of its obligations hereunder.


 


Section 5.11          Amendment,
Modification, Extension or Waiver. Any amendment,
modification or supplement of or to any term or condition of this Agreement will be effective only if in writing and signed by
both parties hereto. Either party to this Agreement may (a) extend the time for the performance of any of the obligations or other
acts of the other party to this Agreement, or (b) waive compliance by the other party with any of the agreements or conditions
contained herein or any breach thereof. Any agreement on the part of either party to any such extension or waiver will be valid
only if set forth in an instrument in writing signed on behalf of such party. No waiver of any term, provision or condition of
this Agreement, whether by conduct or otherwise, in any one or more instance, will be deemed or construed as a further or continuing
waiver of any such term, provision or condition or of any other term, provision or condition, but any party hereto may waive its
rights in any particular instance by written instrument of waiver. 


 


Section 5.12          Force
Majeure. Neither party will be liable to the other
party with respect to any nonperformance or delay in performance of its obligations under this Agreement, other than for payment
of the Services Fee, to the extent such failure or delay is due to any action or claims by any third party, labor dispute, labor
strike, weather conditions or any cause beyond a party’s reasonable control. Each party agrees that it will use all commercially
reasonable efforts to continue to perform its obligations under this Agreement, to resume performance of its obligations under
this Agreement, and to minimize any delay in performance of its obligations under this Agreement notwithstanding the occurrence
of any such event beyond such party’s reasonable control.


 


Section
5.13          Specific Performance. Each
party agrees that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that
any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that each of the parties shall be entitled to seek an injunction or injunctions to prevent breaches of
this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy
to which they are entitled at law or in equity.


 






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Section 5.14          Confidentiality.


 


(a)           
Except with the prior consent of Provider, LMAC will:


 


(i)              
limit access to the Confidential Information of Provider disclosed to LMAC hereunder to its agents, representatives, and
consultants on a need-to-know basis;


 


(ii)             
advise its agents, representatives, and consultants having access to such Confidential Information of the proprietary nature
thereof and of the obligations set forth in this Agreement; and


 


(iii)            
safeguard such Confidential Information by using a reasonable degree of care to prevent disclosure of the Confidential Information
to third parties, but not less than that degree of care used by LMAC in safeguarding its own similar information or material.


 


(b)           
LMAC’s obligations respecting confidentiality under Section 5.14(a) will not apply to any of the Confidential
Information of LMC that LMAC can demonstrate: (i) was, at the time of disclosure to LMAC, in the public domain or (ii) after disclosure
to LMAC, is published or otherwise becomes part of the public domain other than by acts of LMAC in violation of this Section
5.14.


 


(c)           
The provisions of this Section 5.14 will survive the expiration or termination of this Agreement.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF,
each of the parties has signed this Agreement, or has caused this Agreement to be signed by its duly authorized officer, as of
the date first above written.


 


	 	PROVIDER:
	 	 
	 	LIBERTY MEDIA CORPORATION
	 	 
	 	 
	 	By:	          
	 	Name:
	 	Title:
	 	 
	 	 
	 	LMAC:
	 	 
	 	Liberty
    Media Acquisition Corporation
	 	 
	 	 
	 	By:	       
	 	Name:
	 	Title:




 


[Signature Page
to LMAC Services Agreement]