Exhibit 10.7


 


INDEMNITY AGREEMENT


 


THIS INDEMNITY AGREEMENT
(this “Agreement”), dated ___________, ____,
is effective as of the Effective Date (as defined below), by and between Liberty Media Acquisition Corporation, a Delaware corporation
(the “Company”), and ____________ (“Indemnitee”).


 


WHEREAS, it
is essential to the Company and its mission to retain and attract as officers and directors the most capable persons available;


 


WHEREAS, both
the Company and Indemnitee recognize the omnipresent risk of litigation and other claims that are routinely asserted against officers
and directors of companies operating in the public arena in the current environment, and the attendant costs of defending even
wholly frivolous claims;


 


WHEREAS, the
Amended and Restated Certificate of Incorporation (as may be amended, restated or amended and restated from time to time, the
 “Charter”) and the Amended and Restated Bylaws (as may be amended, restated or amended and restated from time
to time, the “Bylaws”) of the Company provide certain indemnification rights to the officers and directors
of the Company, as provided by Delaware law; and


 


WHEREAS, to
induce Indemnitee to continue to serve as [a director/an officer] of the Company
[or as a director/officer of another entity at the Company’s request], and
in recognition of Indemnitee’s need for substantial protection against personal liability in order to enhance Indemnitee’s
continued service to the Company in an effective manner, the Company wishes to provide in this Agreement for the indemnification
of and the advancing of expenses to Indemnitee to the fullest extent permitted by law (whether partial or complete) and as set
forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of Indemnitee under the Company’s
directors’ and officers’ liability insurance policies.


 


NOW, THEREFORE,
in consideration of the premises, the mutual covenants and agreements contained herein and Indemnitee’s continuing to serve
as [a director/an officer] of the Company, the parties hereto agree as follows:


 


1.       Certain
Definitions.


 


(a)      Change
in Control: shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended) becomes the “beneficial owner” (as defined in Rule 13d-3 under
such Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented
by the Company’s then outstanding Voting Securities (a “Significant Stockholder”), other than (x) a trustee
or other fiduciary holding securities under an employee benefit plan of the Company, (y) a corporation owned directly or indirectly
by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, or (z) any
Significant Stockholder as of the  date hereof, or (ii) during any period of two consecutive years, individuals who at the beginning
of such period constituted the Board of Directors
of the Company (the “Board of Directors”) and any new director whose election by the Board of Directors or
nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (66-2/3%) of the directors
then still in office who either were directors at the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve
a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the
Voting Securities of the Company held by the stockholders of the Company and outstanding immediately prior thereto continuing
to represent or being converted into or exchanged for Voting Securities that represent, immediately following such merger or consolidation,
at least 80% of the total voting power of the Voting Securities of (1) the surviving or resulting entity; or (2) if the surviving
or resulting entity is a wholly owned subsidiary of another entity immediately following such merger or consolidation, the parent
entity of such surviving or resulting entity, or the stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or
substantially all the Company’s assets.


 






     


     


    

 


(b)     Claim:
any threatened, pending or completed action, suit, arbitration, alternative dispute
resolution mechanism, inquiry or investigation (including any internal investigation, and whether instituted by the Company or
any other party or otherwise), administrative hearing, or any other threatened, pending or completed proceeding, whether
brought by or in the right of the
Company or any other party or otherwise, whether civil (including intentional
and unintentional tort claims), criminal, administrative, investigative or other.


 


(c)      Corporate
Status: describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company,
or is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise.


 


(d)      Expenses:
include attorneys’ fees and all other costs, expenses and obligations paid or incurred in connection with investigating,
defending, being a witness in, subject or target of, or participating in (including on appeal), or preparing to defend, be a witness
in, subject or target of, or participate in, any Claim.


 


(e)      Independent
Legal Counsel: an attorney or firm of attorneys, selected in accordance with the provisions of Section 3, who shall not
have otherwise performed services for the Company, the Company’s parent entity (if any), or Indemnitee within the last five
years and who are not currently performing services for the Company, the Company’s parent entity (if any), or Indemnitee,
in each case, other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees
under similar indemnification agreements.


 


(f)       Reviewing
Party: any appropriate person or body consisting of a member or members of the Board of Directors or any other person or body
appointed by the Board of Directors who is not a party to, or witness
or other participant in, nor threatened to be made a party to, or witness or participant in, the particular Claim for which Indemnitee
is seeking indemnification, or Independent Legal Counsel.


 






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(g)      Voting
Securities: shares of any series or class of common stock or preferred stock of the Company, in each case, entitled to vote generally
upon all matters that may be submitted to a vote of stockholders of the Company at any annual or special meeting thereof.


 


2.       Basic
Indemnification and Advancement Arrangement.


 


(a)      In
the event Indemnitee was, is or becomes a party to, subject or target of, or witness or other participant in, or is threatened
to be made a party to, subject or target of, or witness or other participant in, a Claim by reason of (or arising in part out
of) Indemnitee’s Corporate Status, the Company shall indemnify Indemnitee
to the fullest extent permitted by law as soon as practicable but in any event no later than thirty days after written demand
is presented to the Company (which demand may only be presented to the Company following
the final judicial disposition of the Claim, as to which all rights of appeal therefrom have been exhausted or lapsed (a “Final
Disposition”)), against any and all Expenses, judgments, fines, penalties and amounts paid or
payable in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect
of such Expenses, judgments, fines, penalties or amounts paid or payable in
settlement) of such Claim. If so requested by Indemnitee, prior to the Final Disposition of a Claim, the Company shall advance
(within two business days of such request) any and all Expenses actually and reasonably incurred by or on behalf of Indemnitee
(including, without limitation, Expenses actually and reasonably billed to or on behalf of Indemnitee) in connection with any
such Claim (an “Expense Advance”).


 


(b)      Notwithstanding
the foregoing, (i) the obligations of the Company to indemnify Indemnitee under Section 2(a) shall be subject to the condition
that the Reviewing Party shall not have determined (in a written determination, or, in any case in which the Independent Legal
Counsel referred to in Section 3 hereof is involved, in a written opinion) that Indemnitee would not be permitted to be
indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a)
shall be subject to the condition that, if the Reviewing Party determines in good faith that Indemnitee would not be permitted
to be indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse
the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences
legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable
law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law
shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a Final Disposition
is made with respect thereto. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of
Directors, and if there has been such a Change in Control, the Reviewing Party shall be the Independent Legal Counsel referred
to in Section 3 hereof. If there has been no determination by the Reviewing
Party as contemplated by Section 2(b)
or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole
or in part under applicable law, Indemnitee shall have the right to commence litigation in the Court of Chancery of the State
of Delaware seeking to enforce Indemnitee’s rights to indemnification and advancement hereunder or challenging any such
determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and,
in all events, the Company hereby consents to service of process and agrees to appear in any such proceeding. Any determination
by the Reviewing Party that Indemnitee is entitled to indemnification shall
be conclusive and binding on the Company and Indemnitee. Any determination by the Reviewing Party that Indemnitee is not permitted
to be indemnified (in whole or in part) under applicable law shall be in writing (or, in any case in which the Independent Legal
Counsel referred to in Section 3 hereof is involved, set forth in a written opinion).


 






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3.       Change
in Control. The Company agrees that if there is a Change in Control of the Company then with respect to all matters thereafter
arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement
or the Bylaws or Charter provision now or hereafter in effect, the Company shall seek legal advice only from Independent Legal
Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel,
among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee
would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal
Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees),
claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


4.       Indemnification
for Additional Expenses. The Company shall (i) indemnify Indemnitee (to
the extent Indemnitee is successful on the merits or otherwise in the action provided for in this Section 4) against
any and all Expenses (including attorneys’ fees) and, (ii) if requested
by Indemnitee, advance (within two business days of such request) such Expenses to Indemnitee (and
Indemnitee hereby agrees to reimburse the Company for any amounts so advanced if, when, and to the extent Indemnitee is not successful
on the merits or otherwise in the action provided for in this Section 4), which are incurred by Indemnitee in connection
with any action brought by Indemnitee (whether pursuant to Section 19
of this Agreement or otherwise), in each case, for (a) indemnification or advance
payment of Expenses by the Company under this Agreement or any other agreement or the Bylaws or Charter provision now or hereafter
in effect or (b) recovery under any directors’ and officers’ liability insurance policies maintained by the Company,
in all cases, to the fullest extent permitted by law.


 


5.       Proceedings
Against the Company; Certain Securities Laws Claims.


 


(a)      Anything
in this Agreement to the contrary notwithstanding, except as provided in Section 4 hereof, with respect to a Claim initiated against
the Company by Indemnitee (whether initiated by Indemnitee in or by reason of such person’s capacity as an officer or director
of the Company or in or by reason of any other capacity), the Company shall not be required to indemnify or
to advance Expenses to Indemnitee in connection with prosecuting such Claim (or any part thereof) or in defending any counterclaim,
cross-claim, affirmative defense, or like claim of the Company in connection with such Claim (or part thereof) unless, subject
to Section 15 of this Agreement, such Claim was authorized by the Company’s Board of Directors. For purposes of this Section
5, a compulsory counterclaim by Indemnitee against the Company in connection with a Claim initiated against Indemnitee by the
Company shall not be considered a Claim (or part thereof) initiated against the Company by Indemnitee, and Indemnitee shall have
all rights of indemnification and advancement with respect to any such compulsory counterclaim in accordance with and subject
to the terms of this Agreement.


 






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(b)      Anything
in this Agreement to the contrary notwithstanding, except as provided in Section 6 hereof with respect to indemnification of Expenses
in connection with whole or partial success on the merits or otherwise in defending any Claim, the Company shall not be required
to indemnify Indemnitee in connection with any Claim made against Indemnitee for (i) an accounting of profits made from the purchase
and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities
Exchange Act of 1934 or similar provisions of state statutory law or common law, or (ii) any reimbursement of the Company by Indemnitee
of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities
of the Company, as required in each case under the Securities Exchange Act of 1934 (including any such reimbursements that arise
from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation
of Section 306 of the Sarbanes-Oxley Act).


 


6.       Partial
Indemnity and Success on the Merits. If Indemnitee is entitled under any provision of this Agreement to indemnification by
the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid or
payable in settlement of a Claim but not, however, for all of the total amount thereof, the Company shall nevertheless
indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of
this Agreement, subject to Section 15 of this Agreement, to the extent that Indemnitee is
successful, on the merits or otherwise,
in whole or in part, in defending a Claim (including dismissal without
prejudice), or in defense of any claim, issue or matter therein, Indemnitee
shall be indemnified to the fullest extent permitted by law against all Expenses
actually and reasonably incurred by
Indemnitee or on Indemnitee’s behalf in connection therewith.


 


7.       Burden
of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to
be indemnified hereunder or otherwise, the burden shall be on the Company to
prove by clear and convincing evidence that Indemnitee is not so entitled.


 


8.       No
Presumptions. For purposes of this Agreement, the termination of any Claim,
by judgment, order, settlement (whether with or without court approval) conviction,
or otherwise, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet
any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted
by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee
has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that
Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by
Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to
Indemnitee’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have
any particular belief.


 






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9.       Settlement.
Indemnitee shall be entitled to settle any Claim, in whole or in part, in
such Indemnitee’s sole discretion. To the fullest extent permitted by law, any settlement of a Claim by Indemnitee shall
be deemed the Final Disposition of such Claim for all purposes of this Agreement. The Company acknowledges that a settlement or
other disposition short of final judgment on the merits may be successful if it permits a party to avoid expense, delay, distraction,
disruption, and uncertainty. In the event that any Claim is resolved other than by adverse judgment against Indemnitee (including,
without limitation, settlement of such Claim with or without payment or other consideration) it shall be presumed that Indemnitee
has been successful on the merits or otherwise in such Claim. Any individual or entity seeking to overcome this presumption shall
have the burden to prove by clear and convincing evidence that Indemnitee has not been successful on the merits or otherwise in
such Claim.


 


10.     Nonexclusivity;
Subsequent Change in Law. The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have
under the Bylaws or Charter, under Delaware law or otherwise. To the extent that a change in Delaware law (whether by statute
or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Bylaws and Charter
and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits
so afforded by such change.


 


11.     Liability
Insurance. To the extent the Company maintains an insurance policy or policies providing directors’ and officers’
liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum
extent of the coverage available for any Company director or officer.


 


12.     Amendments;
Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of
the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


13.     Subrogation.
In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including
the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.


 






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14.     No
Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any Claim
made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, the Bylaws
or otherwise) of the amounts otherwise indemnifiable hereunder.


 


15.     Waiver
of Claims to Trust Account. Notwithstanding anything contained herein to the contrary, Indemnitee hereby agrees that it does
not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any monies in the trust
account established in connection with the Company’s initial public offering for the benefit of the Company and holders
of shares issued in such offering, and hereby waives any Claim against such trust account it may have in the future as a result
of, or arising out of, any services provided to the Company and will not seek recourse against such trust account for any reason
whatsoever.


 


16.     Binding
Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their
respective successors, assigns, administrators, heirs, executors and personal and legal representatives. The Company agrees that
in the event the Company or any of its successors (including any successor resulting from the merger or consolidation of the Company
with another corporation or entity where the company is the surviving corporation or entity) or assigns (i) consolidates with
or merges into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation
or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any corporation or entity, then,
and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Company
as a result of such transaction assume the obligations of the Company set forth in this Agreement. This Agreement shall continue
in effect regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary of the Company
or of any other enterprise at the Company’s request.


 


17.     Severability.
The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision
within a single section, paragraph or sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise
unenforceable in any respect, and the validity and enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired and shall remain enforceable to the fullest extent permitted by law.


 


18.     Effective
Date. To the fullest extent permitted by law, this Agreement shall (i) be effective as of the date that Indemnitee commenced
serving as [a director/an officer] of the Company (the “Effective Date”),
and (ii) apply to any claim for indemnification by Indemnitee with respect to any matters arising from such time and thereafter
through and after the date hereof in accordance with this Agreement.


 






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19.     Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable
to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.


 


20.     Injunctive
Relief. The parties hereto agree that Indemnitee may enforce this Agreement by seeking specific performance hereof, without
any necessity of showing irreparable harm or posting a bond, which requirements are hereby waived, and that by seeking specific
performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he or she may be entitled.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first set forth above. 


 


	 	LIBERTY MEDIA ACQUISITION
    CORPORATION 
	 	 
	 	By:	               
	 	Name:
	 	Title: 
	 	 
	 	INDEMNITEE 
	 	 
	 	Name:




 


[Signature Page to Indemnity
Agreement]