Exhibit 10.3


 


 


Investor
Rights Agreement


 


Dated as of January 21, 2021


 


by and among


 


Liberty
Media Acquisition Corporation,


 


Liberty
Media Acquisition Sponsor LLC


 


and


 


Liberty
Media Corporation





 


 






    


     


    

 





	 	TABLE OF CONTENTS	 
	 		 	Page
	ARTICLE I. DEFINITIONS	2
	 	Section 1.1	Definitions	     2
	 	Section 1.2	General
Interpretive Principles	     15
	 	 	 	 
	ARTICLE II. PREEMPTIVE RIGHTS	15
	 	Section 2.1	Triggering Event Preemptive
Rights	     15
	 	Section 2.2	Other Preemptive Rights	     17
	 	Section 2.3	Section 16b-3	     18
	 	Section 2.4	Matters as to Preemptive Rights	     18
	 	 	 	 
	ARTICLE III. REGISTRATION RIGHTS	21
	 	Section 3.1	Demand Registration	     21
	 	Section 3.2	Shelf Registration on Form S-3	     22
	 	Section 3.3	Piggyback Registration	     24
	 	Section 3.4	Restrictions on Registration
Rights	     26
	 	Section 3.5	Lock-Up Periods	     26
	 	Section 3.6	Registration in Connection with
Hedging Transactions	     27
	 	Section 3.7	Registration in Connection with
Exchangeable Private Placements	     28
	 	 	 	 
	ARTICLE IV. COMPANY PROCEDURES	29
	 	Section 4.1	General Procedures	     29
	 	Section 4.2	Registration Expenses	     32
	 	Section 4.3	Requirements for Participation
in Underwritten Offerings	     32
	 	Section 4.4	Suspension of Sales; Adverse
Disclosure	     32
	 	Section 4.5	Reporting Obligations	     33
	 	 	 	 
	ARTICLE V. INDEMNIFICATION AND CONTRIBUTION	33
	 	Section 5.1	Indemnification	     33
	 	 	 	 
	ARTICLE VI. TERMINATION	35
	 	Section 6.1	Termination	     35
	 	Section 6.2	Effect of Termination; Survival	     35
	 	 	 	 
	ARTICLE VII. MISCELLANEOUS	36
	 	Section 7.1	Amendment and Modification	     36
	 	Section 7.2	Assignment; No Third-Party Beneficiaries	     36
	 	Section 7.3	Binding Effect; Entire Agreement	     36
	 	Section 7.4	Severability	     36
	 	Section 7.5	Notices and Addresses	     37
	 	Section 7.6	Governing Law	     37
	 	Section 7.7	Headings	     37
	 	Section 7.8	Counterparts	     38
	 	Section 7.9	Further Assurances	     38
	 	Section 7.10	Remedies	     38
	 	Section 7.11	Jurisdiction and Venue	     38
	 	Section 7.12	Adjustments	     39


 






    


     


    





 


INVESTOR RIGHTS AGREEMENT


 


THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”),
dated as of January 21, 2021, by and among Liberty Media Acquisition Corporation, a Delaware corporation (the “Company,”
which term will include any successor company resulting from or in connection with the initial Business Combination), Liberty
Media Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and Liberty Media Corporation,
a Delaware corporation (“Liberty Media”).


 


RECITALS:


 


A.          The
Company was formed for the purpose of effecting a Business Combination;


 


B.           The
Sponsor owns an aggregate of 14,375,000 shares of the Company Series F Common Stock, up to 1,875,000 of which are subject
to forfeiture depending on the extent to which the underwriters’ option to purchase additional units in connection with
the Company’s initial public offering (“IPO”) is exercised in full (the “Founder Shares”).


 


C.           The
Founder Shares are convertible into shares of the Company Series B Common Stock, which are convertible into shares of the
Company Series A Common Stock, in each case on the terms and conditions provided in the Certificate of Incorporation.


 


D.          On
January 21, 2021, the Company and the Sponsor entered into that certain Sponsor Warrants Purchase Agreement, pursuant to
which the Sponsor agreed to purchase 9,000,000 warrants (or up to 10,000,000 warrants if the underwriters’ option to purchase
additional units in connection with the Company’s IPO is exercised in full) (the “Sponsor Warrants”),
in a private placement transaction occurring simultaneously with the closing of the Company’s IPO.


 


E.           On
January 21, 2021, the Company entered into that certain Forward Purchase Agreement (the “Forward Purchase Agreement”)
with the Sponsor pursuant to which, (i) substantially concurrently with the closing
of the Company’s initial Business Combination, the Company
shall issue and sell to the Sponsor, and the Sponsor shall purchase in the aggregate from the Company, on a private placement
basis, 25,000,000 units (each, a “Forward Purchase Unit”), each Forward Purchase Unit consisting of one share
of Company Series B Common Stock and one-fifth of one warrant (the “Forward Purchase Warrants”), where
each whole warrant is exercisable to purchase one share of Company Series A Common Stock at an exercise price of $11.50 per
share, at a purchase price of $10.00 per Forward Purchase Unit and (ii) the Sponsor may, at its election, purchase additional
shares of Company Series B Common Stock at a purchase price of $10.00 per share, and the Company shall issue and sell to
the Sponsor, on a private placement basis, such shares of Company Series B Common Stock, in each case in accordance with
the terms and conditions of the Forward Purchase Agreement.


 


AGREEMENT:


 


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


 






    


     


    

 


ARTICLE I.

DEFINITIONS


 


Section 1.1           Definitions.
The following terms shall have the meanings set forth below:


 


“Adverse Disclosure” means any public disclosure
of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or Principal Financial
Officer of the Company, after consultation with counsel to the Company, (a) would be required to be made in any Registration
Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus
and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (b) would not
be required to be made at such time if the Registration Statement were not being filed, and (c) the Company has a bona fide
business purpose for not making such information public.


 


“Affiliate” of a Person has the meaning
set forth in Rule 12b-2 under the Exchange Act, and “Affiliated” has a correlative meaning. For purposes
of this definition, the term “control” (including the correlative meanings of the terms “controlled by”
and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting
securities or by contract or otherwise.


 


“Assumed Equity-Linked Security” means any
security convertible into, or exercisable or exchangeable for, Capital Stock of the Company assumed by the Company in connection
with the initial Business Combination.


 


“Beginning Measurement Date” means, for
purposes of determining the Pro Rata Portion in respect of Quarterly Triggering Issuances during a quarterly period, the last
Business Day of the calendar quarter immediately preceding the calendar quarter in which the Ending Measurement Date occurs, provided,
however, that the first Beginning Measurement Date shall be the first Business Day after the consummation of the initial
Business Combination.


 


“beneficial owner”, “beneficial
ownership”, “beneficially owns” and “owns beneficially” have the meaning given
such terms in Rule 13d-3 under the Exchange Act and a Person’s beneficial ownership of Capital Stock shall be calculated
in accordance with the provisions of such Rule; provided, however, that, for purposes of determining beneficial
ownership, (a) a Person shall be deemed to be the beneficial owner of any Capital Stock which may be acquired by such Person
(disregarding any legal impediments to such beneficial ownership), whether within sixty (60) days or thereafter, upon the conversion,
exchange or exercise of any warrants, options, rights or other Equity-Linked Securities issued by a Person and (b) no Person
shall be deemed to beneficially own any Capital Stock or Equity-Linked Securities (i) which such Person may be entitled to
acquire (but has not yet acquired) pursuant to the preemptive rights provided herein or (ii) solely as a result of such Person’s
execution of this Agreement or such Person’s filing of any reports, forms or schedules with the Commission in connection
with any of the matters contemplated hereby.


 






    2


     


    

 


“Board” means the Board of Directors of
the Company and, unless the context indicates otherwise, also means, to the extent permitted by law, any committee thereof authorized,
with respect to any particular matter, to exercise the power of the Board of Directors of the Company with respect to such matter.


 


“Business Combination” has the meaning assigned
to such term in the Certificate of Incorporation.


 


“Business Day” means any day that is not
a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in the City of New York.


 


“Bylaws” means the Amended and Restated
Bylaws of the Company, dated January 21, 2021 (including as they may subsequently be amended, modified, supplemented and/or
restated in accordance with its terms).


 


“Capital Raising Transactions” means any
issuance by the Company of shares of Capital Stock or Equity-Linked Securities for cash (or cash equivalents) (other than upon
conversion, exercise or exchange of Assumed Equity-Linked Securities or Equity-Linked Securities issued pursuant to a Company
Incentive Plan), whether registered under the Securities Act or otherwise (other than pursuant to any shareholder rights plan
(as such term is commonly understood in connection with corporate transactions)) following the consummation of the Company’s
initial Business Combination.


 


“Capital Stock” means, with respect to any
Person at any time, any and all shares, interests, participations or other equivalents (however designated, whether voting or
non-voting) of capital stock, partnership interests (whether general or limited) or equivalent ownership interests in or issued
by such Person.


 


“Certificate of Incorporation” means the
Amended and Restated Certificate of Incorporation of the Company, dated January 21, 2021 (including as it may subsequently
be amended, modified, supplemented and/or restated in accordance with its terms).


 


“Code” means the Internal Revenue Code of
1986, as amended.


 


“Commission” means the U.S. Securities and
Exchange Commission.


 


“Company” has the meaning set forth in the
Preamble.


 


“Company Common Stock” means the Company
Series A Common Stock, the Company Series B Common Stock, the Company Series C Common Stock, the Company Series F
Common Stock, and all shares of any other series or class of common stock of the Company hereafter authorized.


 


“Company Incentive Plan” means any equity
or omnibus incentive plan adopted by the Company or assumed by the Company in connection with the initial Business Combination
or any other acquisition or business combination involving the Company, or any other compensatory equity-based award or inducement
award.


 






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“Company Preferred Stock” means any series
or class of Capital Stock of the Company designated as preferred stock.


 


“Company Series A Common Stock” means
the Company’s Series A Common Stock, par value $0.0001 per share.


 


“Company Series B Common Stock” means
the Company’s Series B Common Stock, par value $0.0001 per share.


 


“Company Series C Common Stock” means
the Company’s Series C Common Stock, par value $0.0001 per share.


 


“Company Series F Common Stock” means
the Company’s Series F Common Stock, par value $0.0001 per share.


 


“Deferred Exercise” has the meaning given
in Section 2.1(b).


 


“Demand Registration” has the meaning given
in Section 3.1(a).


 


“Demanding Holder” has the meaning given
in Section 3.1(a).


 


“Director” means a director of the Company.


 


“Ending Measurement Date” means, for purposes
of determining the Pro Rata Portion in respect of Quarterly Triggering Issuances during a quarterly period, the last Business
Day of the calendar quarter in which such Quarterly Triggering Issuances are made.


 


“Equity-Linked Securities” means any securities
(other than Capital Stock) convertible into, or exercisable or exchangeable for, Capital Stock (whether directly or indirectly).


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended, including the rules and regulations promulgated thereunder.


 


“Exchangeable Holder” means a holder of
record or beneficial owner of Exchangeable Securities.


 


“Exchangeable Private Placement” means any
sale of exchangeable notes or debentures made pursuant to Rule 144A under the Securities Act, which notes or debentures are
exchangeable for consideration that includes Registrable Securities.


 


“Exchangeable Private Placement Request”
has the meaning set forth in Section 3.7.


 


“Exchangeable Registrable Securities” means
any shares of Company Common Stock delivered or deliverable to an Exchangeable Holder upon the exchange of Exchangeable Securities,
which shares are Registrable Securities immediately prior to such delivery.


 






    4


     


    

 


“Exchangeable Securities” means exchangeable
notes or debentures issued by a Holder in an Exchangeable Private Placement.


 


“Exchangeable Security Shelf Period” has
the meaning set forth in Section 3.7.


 


“Exchangeable Security Shelf Registration”
has the meaning set forth in Section 3.7(a).


 


“Exchangeable Security Shelf Registration Request”
has the meaning set forth in Section 3.7(a).


 


“Exchangeable Shelf Registration Statement”
means a registration statement pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter
by the Commission) on Form S-3 or any similar short-form registration statement that may be available at such time providing
for an offering of Exchangeable Registrable Securities to be made on a delayed or continuous basis.


 


“Exchangeable Shelf Registration Trigger Event”
means the thirty (30) days prior to the first date on which any Exchangeable Securities become eligible to be exchanged
for Registrable Securities.


 


“Exercise Price” means, with respect to:


 


(a)          Issuances
of New Securities or Modified New Securities pursuant to Section 2.1(a) : (i) for M&A Transactions and
Other Issuances: the effective price per security (as determined in good faith by the Company, but without giving effect to the
taxability of the underlying transaction) at which shares of the New Securities are being issued in such M&A Transaction or
Other Issuance and (ii) for Capital Raising Transactions: the price per security at which such New Securities are offered
and sold (net of any underwriting discounts, commissions or similar sale expenses) in such Capital Raising Transaction; provided,
that in respect of the issuance of New Securities described in clauses (i) or (ii) above for consideration other
than cash consideration, the Exercise Price will be the fair value of such non-cash consideration, as determined in good faith
by the Board (but without giving effect to the taxability of the underlying transaction);


 


(b)          Issuances
of Company Series B Common Stock pursuant to Section 2.1(a): the volume weighted average price per share of the
Company Series A Common Stock over the ten trading days prior to the closing of the applicable Triggering Event (or, if different,
the issuance date for the New Securities to be issued in connection therewith); provided, however, that if Company
Series B Common Stock is issued pursuant to Section 2.1(a)(i) and the New Securities are Company Series A
Common Stock or Company Series B Common Stock, then the Exercise Price shall be as described above in clauses (a)(i) or
(a)(ii) of this definition;


 


(c)          Issuances
of Capital Stock (other than Company Series B Common Stock) pursuant to Section 2.2(a) or 2.2(b): the volume
weighted average price per share of the applicable Capital Stock over the ten trading days prior to the applicable Ending Measurement
Date; provided, that if such Capital Stock is not listed on a national securities exchange and actively traded, then the
Exercise Price shall be the fair market value per share of such Capital Stock, as determined in good faith by the Board (but without
giving effect to the taxability of the original transaction) as of the time of issuance to the LMC Stockholder;


 






    5


     


    

 


(d)          Issuances
of Company Series B Common Stock pursuant to Section 2.2(a) or 2.2(b): the volume weighted average price per
share of the Company Series A Common Stock over the ten trading days prior to the Ending Measurement Date.


 


“Form S-1” has the meaning given in
Section 3.1(a).


 


“Form S-3” has the meaning given in
Section 3.2(a).


 


“Forward Purchase Agreement” has the meaning
set forth in the Recitals.


 


“Forward Purchase Unit” has the meaning
set forth in the Recitals.


 


“Forward Purchase Warrants” has the meaning
set forth in the Recitals.


 


“Founder Shares” has the meaning set forth
in the Recitals.


 


“GAAP” means United States generally accepted
accounting principles, consistently applied.


 


“Governmental Entity” means any United States
or foreign (a) federal, state, local, municipal or other government, (b) governmental or quasi-governmental entity of
any nature (including any governmental agency, branch, department, official or entity and any court or other tribunal) or (c) body
exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority
or power of any nature, including any arbitral tribunal.


 


“Hedging Counterparty” means a broker-dealer
registered under Section 15(b) of the Exchange Act or an Affiliate thereof or any other financial institution that routinely
engages in Hedging Transactions in the ordinary course of its business.


 


“Hedging Transaction” means any transaction
involving a security linked to the Registrable Securities or any security that would be deemed to be a “derivative security”
(as defined in Rule 16a-1(c) under the Exchange Act) with respect to the Registrable Securities or any transaction (even
if not a security) which would (were it a security) be considered such a derivative security, or which transfers some or all of
the economic risk of ownership of the Registrable Securities, including any forward contract, equity swap, put or call, put or
call equivalent position, collar, non-recourse loan, sale of exchangeable security or similar transaction. For the avoidance of
doubt, the following transactions shall be deemed to be Hedging Transactions:


 


(a)          transactions
by a Holder in which a Hedging Counterparty engages in short sales of Company Common Stock pursuant to a Prospectus and may use
Registrable Securities to close out its short position;


 


(b)          transactions
pursuant to which a Holder sells short Company Common Stock pursuant to a Prospectus and delivers Registrable Securities to close
out its short position;


 


(c)          transactions
by a Holder in which the Holder delivers, in a transaction exempt from registration under the Securities Act, Registrable Securities
to a Hedging Counterparty who may then publicly resell or otherwise transfer such Registrable Shares pursuant to a Prospectus
or an exemption from registration under the Securities Act; and


 






    6


     


    

 


(d)          a
loan or pledge of Registrable Securities to a Hedging Counterparty who may then become a Permitted Transferee and sell the loaned
shares or, in an event of default in the case of a pledge, then sell the pledged shares, in each case, in a public transaction
pursuant to a Prospectus.


 


“Holder” means any LMC Stockholder who holds
Registrable Securities and any Person who hereafter becomes entitled to the rights and subject to the obligations contained in
Article III hereof pursuant to Section 7.2 of this Agreement.


 


“HSR Act” means the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.


 


“IPO” has the meaning set forth in the Recitals.


 


“Law” means any applicable federal, state,
local or foreign law, statute, ordinance, rule, guideline, regulation, order, writ, decree, agency requirement, license or permit
of any Governmental Entity.


 


“Letter Agreement” means the Letter Agreement,
dated the date hereof, among the Company, the Sponsor and the Company’s executive officers and directors.


 


“Liberty Media” has the meaning set forth
in the Preamble and which term will include any successor thereto by operation of law or otherwise.


 


“LMC Common Stock Amount” means, at any
designated time, the aggregate number of issued and outstanding shares of Company Common Stock owned by the LMC Stockholders and
any Permitted Transferees.


 


“LMC Common Stock Percentage” means, at
the time of any determination thereof, the percentage obtained by dividing (x) the LMC Common Stock Amount by (y) the
total number of issued and outstanding shares of Company Common Stock.


 


“LMC Stockholders” means (a) Liberty
Media and its Wholly-Owned Subsidiaries (other than the Company and its Subsidiaries) and (b) any Qualified Distribution
Transferee and its Wholly-Owned Subsidiaries.


 


“LMC Voting Stock Amount” means, at any
designated time, the aggregate number of issued and outstanding shares of Voting Stock owned by the LMC Stockholders and any Permitted
Transferees.


 


“LMC Voting Stock Percentage” means, at
the time of any determination thereof, the percentage obtained by dividing (x) the LMC Voting Stock Amount by (y) the
total number of issued and outstanding shares of Voting Stock.


 


“Lock-up Period” means, with respect to
any Registrable Security, any period during which a Holder has agreed not to transfer such Registrable Security (subject to certain
exceptions specified in the Letter Agreement) pursuant to the Letter Agreement entered into by such Holder in connection with
the IPO.


 






    7


     


    

 


“M&A Transaction” means, following the
consummation of the Company’s initial Business Combination, any merger, consolidation, share exchange or other business combination
transaction pursuant to which Capital Stock or Equity-Linked Securities are issued.


 


“Maximum Number of Securities” has the meaning
set forth in Section 3.1(c).


 


“Misstatement” means an untrue statement
of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or
necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances
under which they were made) not misleading.


 


“Modified New Securities” has the meaning
set forth in Section 2.1(a)(v).


 


“New Securities” has the meaning set forth
in Section 2.1(a).


 


“Other Issuance” means any issuance following
the consummation of the Company’s initial Business Combination of Capital Stock or Equity Linked Securities by the Company
(including in connection with the exercise, conversion or exchange of Equity-Linked Securities) other than issuances (a) in
connection with a Capital Raising Transaction or an M&A Transaction, (b) of Voting Stock upon exercise or redemption
of Warrants that are outstanding prior to or issued in connection with the Company’s initial Business Combination, (c) of
Capital Stock pursuant to a Company Incentive Plan or an Assumed Equity-Linked Security as described in Section 2.2
and (d) upon conversion, exercise or exchange of any Equity-Linked Securities that were issued in connection with any Triggering
Event unless a Deferred Exercise is elected.


 


“Parent Company” means the publicly traded
Person that beneficially owns, through an unbroken chain of majority-owned subsidiaries, the Person having record ownership of
any voting securities of the Company. For purposes of this definition, the term “publicly traded” means that the Person
in question (a) has a class or series of equity securities registered under Section 12(b) or 12(g) of the
Exchange Act or (b) is required to file reports pursuant to Section 15(d) of the Exchange Act.


 


“Permitted Transferee” means (i) for
the purposes of Article II, any Person described in clauses (i)-(iv) of paragraph 7(c) of the Letter Agreement
and (ii) for all other purposes of this Agreement, any Person to whom a Holder of Registrable Securities is permitted to
transfer such Registrable Securities.


 


“Person” means any natural person, corporation,
limited liability company, general or limited partnership, joint venture, trust, estate, proprietorship, unincorporated association,
organization or other entity.


 


“Piggyback Registration” has the meaning
set forth in Section 3.3(a).


 


“Preemptive Rights Purchaser” has the meaning
set forth in Section 2.1(d).


 






    8


     


    

 


“Pro Rata Portion” means:


 


(a) with respect to any issuance to
an LMC Stockholder pursuant to Section 2.1(a) of any Voting Stock in respect of a Triggering Event, the number
of such securities which will, when added to the LMC Voting Stock Amount immediately prior to the Triggering Event, result in
the LMC Stockholders (together with any Permitted Transferees) owning a number of issued and outstanding shares of Voting Stock
immediately following the Triggering Event that in the aggregate represent a percentage of the total number of issued and outstanding
shares of Voting Stock equal to the LMC Voting Stock Percentage immediately prior to the Triggering Event;


 


(b) with respect to any issuance to
any LMC Stockholder pursuant to Section 2.1(a) of any New Securities or Modified New Securities, in each case,
of the type described in Sections 2.1(a)(iv) or (v) in respect of a Triggering Event, the number of such
securities which will, assuming such securities are fully converted, exchanged or exercised for Voting Stock in accordance with
their terms, when added to the LMC Voting Stock Amount immediately prior to the applicable Triggering Event, result in the LMC
Stockholders (together with any Permitted Transferees) owning a number of issued and outstanding shares of Voting Stock immediately
following the Triggering Event that, when added together with the shares of Voting Stock issuable upon full conversion, exercise
or exchange of such New Securities or Modified New Securities, in each case, to be issued to the LMC Stockholders pursuant to
Sections 2.1(a)(iv) or (v), in the aggregate represent a percentage of the sum of (i) the total number
of issued and outstanding shares of Voting Stock plus (ii) the total number of shares of Voting Stock issuable upon full
conversion, exercise or exchange of such New Securities or Modified New Securities, in each case, of the type described in Sections
2.1(a)(iv) or (v) issued in respect of such Triggering Event that is equal to the LMC Voting Stock Percentage
immediately prior to the Triggering Event;


 


(c) with respect to any issuance to
an LMC Stockholder pursuant to Section 2.1(a) of any Company Common Stock that is not Voting Common Stock in
respect of a Triggering Event, the number of such securities which will, when added to the LMC Common Stock Amount immediately
prior to the Triggering Event, result in the LMC Stockholders (together with any Permitted Transferees) owning a number of issued
and outstanding shares of Company Common Stock immediately following the Triggering Event that in the aggregate represent a percentage
of the total number of issued and outstanding shares of Company Common Stock equal to the LMC Common Stock Percentage immediately
prior to the Triggering Event;


 


(d) with respect to any issuance to
an LMC Stockholder pursuant to Section 2.1(a) of any (i) Preferred Stock that is not Voting Preferred Stock
and is not convertible or exchangeable (directly or indirectly) into Company Common Stock or (ii) Equity-Linked Securities
that are not convertible into, or exercisable or exchangeable for, Company Common Stock, in each case, in respect of a Triggering
Event, a percentage of the total number of such securities issued in respect of such Triggering Event that is equal to the LMC
Common Stock Percentage immediately prior to the Triggering Event;


 






    9


     


    

 


(e) with respect to any issuance to
an LMC Stockholder pursuant to Section 2.1(a) of any Equity-Linked Securities that are convertible into, or exercisable
or exchangeable for, (directly or indirectly) Company Common Stock that is not Voting Common Stock in respect of a Triggering
Event, the number of such securities which would, assuming such securities are fully converted, exchanged or exercised for such
Company Common Stock in accordance with their terms, when added to the LMC Common Stock Amount immediately prior to the applicable
Triggering Event, result in the LMC Stockholders (together with any Permitted Transferees) owning a number of issued and outstanding
shares of Company Common Stock immediately following the Triggering Event that, when added together with the shares of Company
Common Stock issuable upon full conversion, exercise or exchange of such Equity-Linked Securities to be issued to the LMC Stockholders
pursuant to Section 2.1(a) in respect of such Triggering Event, in the aggregate represent a percentage of the
sum of (i) the total number of issued and outstanding shares of Company Common Stock plus (ii) the total number of shares
of Company Common Stock issuable upon full conversion, exercise or exchange of such Equity-Linked Securities issued in respect
of such Triggering Event that is equal to the LMC Common Stock Percentage immediately prior to the Triggering Event; provided,
however, in the event both clause (b) and this clause (e) of this definition of Pro Rata Portion would be
applicable to any issuance of Equity-Linked Securities pursuant to Section 2.1(a) (e.g., exchangeable into convertible
Capital Stock), then clause (b) of this definition shall control;


 


(f) with respect to all issuances to
be made to an LMC Stockholder pursuant to Sections 2.2(a) or (b) of any shares of Voting Stock in respect
of all Quarterly Triggering Issuances, the number of such shares which will, when added to the LMC Voting Stock Amount as of the
Beginning Measurement Date result in the LMC Stockholders (together with any Permitted Transferees) owning a number of issued
and outstanding shares of Voting Stock as of the Ending Measurement Date that in the aggregate represent a percentage of the total
number of issued and outstanding shares of Voting Stock (excluding any outstanding shares of Voting Stock issued during such quarterly
time frame in respect of a Triggering Event if and to the extent the Sponsor did not either exercise its preemptive rights in
Section 2.1(a) in full or elect a Deferred Exercise) equal to the LMC Voting Stock Percentage as of the Beginning
Measurement Date;


 


(g) with
respect to all issuances to an LMC Stockholder pursuant to Sections 2.2(a) or (b) of any shares of Company
Common Stock (that is not Voting Common Stock) in respect of all Quarterly Triggering Issuances, the number of such shares which
will, when added to the LMC Common Stock Amount as of the Beginning Measurement Date result in the LMC Stockholders (together
with any Permitted Transferees) owning a number of issued and outstanding shares of Company Common Stock as of the Ending Measurement
Date that in the aggregate represent a percentage of the total number of issued and outstanding shares of Company Common Stock
(excluding any outstanding shares of Company Common Stock issued during such quarterly time frame in respect of a Triggering Event
if and to the extent the Sponsor did not either exercise its preemptive rights in Section 2.1(a) in full or elect
a Deferred Exercise) equal to the LMC Common Stock Percentage as of the Beginning Measurement Date; and


 


(h) with respect to any issuance to
an LMC Stockholder pursuant to Sections 2.2(a) or (b) of any Capital Stock that is not Voting Preferred
Stock and is not convertible or exchangeable (directly or indirectly) into Company Common Stock in respect of any Quarterly Triggering
Issuance, a percentage of the total number of such securities issued in such Quarterly Triggering Issuance that is equal to the
LMC Common Stock Percentage as of as of the Beginning Measurement Date.


 






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“Prospectus” means the prospectus included
in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective
amendments and including all material incorporated by reference in such prospectus.


 


“Public Warrants” means the Company’s
warrants sold as part of the units in the IPO (whether such warrants are purchased in the IPO or thereafter in the open market)
and any Sponsor Warrants that are subsequently resold to third parties following the consummation of the Company’s initial
Business Combination.


 


“Qualified Distribution Transaction”
means, following the initial Business Combination, the transfer, sale, assignment or other disposition by the LMC Stockholders
of all or substantially all of the Voting Stock held by them in any spinoff, splitoff or other distribution transaction in which
the equity interests of an LMC Stockholder holding, directly or indirectly, all or substantially all of the shares of Voting Stock
held by the LMC Stockholders are distributed to or acquired by (whether by redemption, dividend, share distribution, merger or
otherwise) holders of one or more classes or series of common stock of Liberty Media on a pro rata basis with respect to each
such class or series, or such equity interests are available to be acquired by the holders of one or more classes or series of
Liberty Media’s common stock (including through any rights offering, exchange offer, exercise of subscription rights or
other offer made available to such holders) on a pro rata basis with respect to each such class or series, whether voluntary or
involuntary.


 


“Quarterly Preemptive Rights Notice” has
the meaning set forth in Section 2.2(e).


 


“Quarterly Preemptive Rights Purchaser”
has the meaning set forth in Section 2.2(e).


 


“Quarterly Triggering Issuance” has the
meaning set forth in Section 2.2(b).


 


“Registrable Security” means (a) the
Sponsor Warrants, (b) the Forward Purchase Warrants, (c) Working Capital Warrants, (d) the shares of Company Series A
Common Stock issued upon exercise of the securities referenced in clauses (a), (b) or (c) or upon conversion of any
share of Company Series B Common Stock, (e) any other Warrants or Company Common Stock (other than Company Series B
Common Stock) that the Holders may have purchased in the open market and (f) any other equity security of the Company issued
with respect to any of the securities referred to in clauses (a) through (e) or with respect to shares of Company Series B
Common Stock by way of a stock dividend or stock split or by way of a conversion from or exercise of a warrant, or in connection
with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that,
as to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (A) a Registration
Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities
shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities
shall have been otherwise transferred, new certificates or book-entry shares for such securities not bearing a legend restricting
further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require
registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities
have been sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated
by the SEC); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution
or other public securities transaction.


 


“Registration” means a registration effected
by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act,
and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.


 






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“Registration Expenses” means the out-of-pocket
expenses of a Registration, including the following:


 


(a)          all
registration, qualification, listing and filing fees (including fees with respect to filings required to be made with the Commission
and Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Company Series A Common
Stock is then listed;


 


(b)          fees
and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters
in connection with blue sky qualifications of Registrable Securities or Exchangeable Registrable Securities);


 


(c)          printing,
messenger, telephone and delivery expenses;


 


(d)          reasonable
fees and disbursements of counsel for the Company;


 


(e)          reasonable
fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with
such Registration;


 


(f)           any
reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities (other than underwriting
discounts and selling commissions) and for any underwritten offering all expenses related to the “road show”, including
applicable travel, meals and lodging; and


 


(g)          reasonable
fees and expenses of one (1) legal counsel selected by the Holder initiating an Underwritten Shelf Offering or a majority-in-interest
of the Demanding Holders initiating a Demand Registration to be registered for offer and sale in the applicable Registration.


 


“Registration Statement” means any registration
statement that permits the offer and resale of the Registrable Securities or the Exchangeable Registrable Securities pursuant
to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective
amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference or
deemed to be incorporated by reference in such registration statement.


 


“Requesting Holder” has the meaning set
forth in Section 3.1(a).


 






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“Rule 16b-3” means Rule 16b-3
promulgated under the Exchange Act or any similar rule or regulation hereafter adopted by the Commission having substantially
the same effect as such rule.


 


“Section 16(b)” has the meaning set
forth in Section 2.3.


 


“Section 16 Exemption” has the meaning
set forth in Section 2.3.


 


“Securities Act” means the Securities Act
of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Selling Holders” means the Exchangeable
Holders of the Exchangeable Securities sold in such Exchangeable Private Placement.


 


“Selling Holder Questionnaire” means a selling
stockholder questionnaire, in form and content reasonably acceptable to the Company, completed and signed by a Selling Holder.


 


“Shelf Registration Statement” has the meaning
set forth in Section 3.2(a).


 


“Sponsor” has the meaning set forth in the
Preamble.


 


“Sponsor Warrants” has the meaning set forth
in the Recitals.


 


“Subsequent Shelf Registration” has the
meaning set forth in Section 3.2(b).


 


“Subsidiary” when used with respect to any
Person, means any other Person of which (x) in the case of a corporation, at least (A) 50% of the equity or (B) securities
representing at least 50% of the outstanding voting power of such other Person are owned or Controlled, directly or indirectly,
by such first Person, by any one or more of its Subsidiaries, or by such first Person and one or more of its Subsidiaries or (y) in
the case of any Person other than a corporation, such first Person, one or more of its Subsidiaries, or such first Person and
one or more of its Subsidiaries (A) owns at least 50% of the equity interests thereof or (B) has the power to elect
or direct the election of at least 50% of the members of the governing body thereof or otherwise has Control over such organization
or entity.


 


“Takedown Requesting Holder” has the meaning
set forth in Section 3.2(c).


 


“Tax” or “Taxes” means
all federal, state, local or non-U.S. taxes, charges, fees, duties, levies or other assessments, including income, gross receipts,
stamp, occupation, premium, environmental, windfall profits, value added, severance, property, production, sales, use, transfer,
registration, duty, license, excise, franchise, payroll, employment, social security (or similar), unemployment, disability, withholding,
alternative or add-on minimum, estimated, or other taxes, whether disputed or not, imposed by any Government Entity, together
with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.


 






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“Trading Day” means any day on which The
Nasdaq Stock Market or any national securities exchange on which the Series A Common Stock is listed is open for regular
trading of the Company Series A Common Stock.


 


“Transfer” means, when used as a noun, any
direct or indirect, voluntary or involuntary, sale, disposition, hypothecation, mortgage, gift, pledge, assignment, attachment
or other transfer (including the creation of any derivative or synthetic interest, including a participation or other similar
interest) and, when used as a verb, voluntarily to directly or indirectly sell, dispose, hypothecate, mortgage, gift, pledge,
assign, attach or otherwise transfer, in any case, whether by operation of law or otherwise.


 


“Triggering Event” has the meaning set forth
in Section 2.1(a).


 


“Triggering Event Preemptive Rights Notice”
has the meaning set forth in Section 2.1(d).


 


“Underwriter” means a securities dealer
who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making
activities.


 


“Underwritten Registration” or “Underwritten
Offering” means a Registration in which securities of the Company are sold to an Underwriter in a firm-commitment basis
for reoffering to the public.


 


“Underwritten Shelf Takedown” has the meaning
set forth in Section 3.2(c).


 


“Voting Common Stock” means Common Stock
that entitles the holders thereof to vote on matters submitted generally to the Company’s stockholders for approval, including
the election of directors, but excluding any class or series of Common Stock whose voting rights are limited exclusively to approval
of modifications or amendments to the rights, powers, preferences or privileges of such class or series.


 


“Voting Preferred Stock” means any Preferred
Stock that entitles the holders thereof to vote on matters submitted generally to the Company’s stockholders for approval,
including the election of directors, but excluding any class or series of Capital Stock whose voting rights are limited exclusively
to approval of modifications or amendments to the rights, powers, preferences or privileges of such class or series.


 


“Voting Stock” means any Voting Common Stock
and/or Voting Preferred Stock.


 


“Warrants” means the Public Warrants, the
Forward Purchase Warrants, the Sponsor Warrants and the Working Capital Warrants.


 


“Wholly-Owned Subsidiary” means, as to any
Person, a Subsidiary of such Person, 100% of the equity and voting interest in which is beneficially owned or owned of record,
directly and/or indirectly, by such Person.


 


“Working Capital Warrants” means the warrants
that may be issued upon conversion of up to $2,500,000 of working capital loans extended to the Company by the Sponsor or LMC
or its Subsidiaries, at the option of such lender, at a price of $1.50 per Working Capital Warrant.


 






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Section
1.2            General Interpretive Principles. Whenever
used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun
shall be deemed to include the plural as well as the singular and to cover all genders. The name assigned this Agreement and
the Section captions used herein are for convenience of reference only and shall not be construed to affect the meaning,
construction or effect hereof. Unless otherwise specified, the terms “hereof,” “herein” and similar
terms refer to this Agreement as a whole (including the exhibits hereto), and references herein to Sections refer to Sections
of this Agreement. The words “include,” “includes” and “including” shall be deemed to be
followed by the phrase “without limitation.” For the avoidance of doubt, references to the ownership or
beneficial ownership by LMC Stockholders of any securities will be deemed to refer to the ownership (whether of record or
book-entry through a brokerage account held in the name of Liberty Media) or beneficial ownership of such securities.


 


ARTICLE II.

PREEMPTIVE RIGHTS


 


Section 2.1           Triggering
Event Preemptive Rights.


 


(a)          If
the Company at any time or from time to time, in each case, after the date of the initial Business Combination issues any Capital
Stock or Equity-Linked Securities (the “New Securities”) in any Capital Raising Transaction, M&A Transaction
or Other Issuance (a “Triggering Event”), the Sponsor shall have the right to purchase (or designate another
LMC Stockholder to purchase), up to its Pro Rata Portion of such New Securities or (as applicable) up to its Pro Rata Portion of
the following securities:


 


(i) if such New Securities
are Voting Common Stock, Company Series B Common Stock,


 


(ii) if such New Securities
are Voting Preferred Stock that is not convertible or exchangeable into Voting Common Stock, Voting Preferred Stock having the
same terms as such New Securities except with voting rights in the same proportion to the votes per share of Company Series B
Common Stock as such New Securities have to the votes per share of Company Series A Common Stock,


 


(iii) if such New Securities
are Voting Preferred Stock that is convertible into or exchangeable for Voting Common Stock, Voting Preferred Stock having the
same terms as such New Securities except that the conversion or exchange feature of such Voting Preferred Stock shall instead be
the conversion or exchange into shares of Company Series B Common Stock,


 


(iv) if such New Securities
are Preferred Stock that is not Voting Preferred Stock and is convertible into or exchangeable for Voting Common Stock, Preferred
Stock having the same terms as such New Securities except that the conversion or exchange feature of such Preferred Stock shall
instead be the conversion or exchange into shares of Company Series B Common Stock and ability by any LMC Stockholder to convert
or exchange into Voting Stock shall arise at the time and to the extent of the conversion or exchange, as applicable, of the New
Securities into Voting Common Stock by the third-party holders thereof,


 






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(v) if such New Securities
are Equity-Linked Securities that are convertible into or exercisable or exchangeable for Voting Stock, Equity-Linked Securities
having the same terms as such New Securities except that the conversion, exercise or exchange, as applicable, feature of such
Equity-Linked Securities (directly or indirectly) into Voting Stock shall instead be the conversion, exercise or exchange, as
applicable, into shares of Company Series B Common Stock and the ability by any LMC Stockholder to convert, exercise or exchange
such Equity-Linked Securities into Voting Stock shall arise at the time and to the extent of the conversion, exercise or exchange,
as applicable, of the New Securities into Voting Common Stock by the third-party holders thereof (such modified Preferred Stock
or Equity-Linked Securities described in clauses (ii), (iii), (iv) and (v), the “Modified New Securities”).


 


The purchase price per New Security, Company
Series B Common Stock, or Modified New Security to be acquired pursuant to this Section 2.1(a) shall be equal
to the applicable Exercise Price.


 


(b)          Notwithstanding
Section 2.1(a), if the New Securities issued in connection with a Triggering Event are Equity Linked Securities, in
lieu of purchasing its Pro Rata Portion of such New Securities or the applicable Modified New Securities, the Sponsor may instead
elect (pursuant to Section 2.1(d)) to purchase up to its Pro Rata Portion of the shares of Capital Stock issued on
conversion, exercise or exchange of such Equity-Linked Securities (a “Deferred Exercise”) as described in and
pursuant to Section 2.2.


 


(c)          The
Company shall give written notice to the Sponsor of any proposed Triggering Event as promptly as practicable, but in no event later
than ten (10) Business Days prior to the consummation of such Triggering Event, which notice shall set forth all material
terms and conditions of the Triggering Event, including (i) the number of (or formula for determining such number) and a description
of the New Securities proposed to be issued at the closing of the Triggering Event, (ii) the Pro Rata Portion of New Securities
and, if applicable Company Series B Common Stock or Modified New Securities, which may be purchased by the LMC Stockholders
pursuant to Section 2.1(a), together with reasonable supporting detail for the determination thereof; (iii) the
closing date of the Triggering Event and, if different, the issuance date for the New Securities to be issued in connection therewith;
(iv) the proposed offerees or purchasers of the New Securities; (v) the aggregate proposed proceeds or fair market value
to be obtained by the Company from the issuance of New Securities in connection with such Triggering Event; and (vi) the anticipated
Exercise Price per New Security or, if applicable, Company Series B Common Stock or Modified New Securities, together with
reasonable supporting detail for the determination thereof. The Company shall update the information in such notice promptly following
any changes to the material terms and conditions of the Triggering Event.


 






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(d)          The
Sponsor’s rights pursuant to Section 2.1(a) shall be exercisable with respect to any Triggering Event by
delivery of written notice (the “Triggering Event Preemptive Rights Notice”) to the Company no later than the
later of (x) ten (10) Business Days after receipt of the Company’s notice in respect of such Triggering Event pursuant
to Section 2.1(b) above and (y) five (5) Business Days prior to the consummation of such Triggering
Event. The Triggering Event Preemptive Rights Notice shall specify the following, each as determined in the Sponsor’s sole
discretion: (i) which LMC Stockholder(s) will purchase securities pursuant to Section 2.1(a) (each,
a “Preemptive Rights Purchaser”), (ii) whether the Preemptive Rights Purchaser will purchase New Securities,
Company Series B Common Stock or Modified New Securities and (iii) the number of such securities (up to its Pro Rata
Portion) to be purchased; provided, that Sponsor may update the information in the Preemptive Rights Notice following any
changes to the material terms and conditions of the Triggering Event. Alternatively, the Sponsor may elect a Deferred Exercise
by specifying such election in the Triggering Event Preemptive Notice.


 


(e)          If
the Sponsor exercises its preemptive right pursuant to Section 2.1(a) with respect to any Triggering Event, the
Preemptive Rights Purchaser shall purchase and the Company shall issue to the Preemptive Rights Purchaser the securities specified
in the Triggering Event Preemptive Rights Notice (i) at or approximately the same date and time as the closing of the Triggering
Event or, if different, the issuance date for the New Securities to be issued in connection therewith or (ii) at such date
and time as mutually agreed among the Company and the Preemptive Rights Purchaser, in each case, subject only to the consummation
of the Triggering Event and the satisfaction or waiver of the conditions set forth in Section 2.4 and to any stock
exchange requirements as may then be applicable to the issuance of Capital Stock to the Preemptive Rights Purchaser.


 


Section 2.2           Other Preemptive Rights.


 


(a)          If
at any time or from time to time after the date of the initial Business Combination (i) the Company issues any Capital Stock
(other than issuances of restricted Capital Stock subject to forfeiture) upon conversion, exercise or exchange of any Equity-Linked
Securities that were issued pursuant to a Company Incentive Plan or an Assumed Equity-Linked Security or (ii) the forfeiture
restrictions on restricted Capital Stock issued by the Company pursuant to a Company Incentive Plan or an Assumed Equity Linked
Security vest or lapse and such shares of Capital Stock are no longer subject to forfeiture (which shall be deemed an issuance
of Capital Stock at such time), the Sponsor shall have the right to purchase (or designate another LMC Stockholder to purchase),
up to its Pro Rata Portion of such Capital Stock or, if such Capital Stock is Voting Stock, up to its Pro Rata Portion of Company
Series B Common Stock.


 


(b)         If
the Sponsor elects a Deferred Exercise in connection with any Equity-Linked Securities issued in connection with a Triggering Event,
then the Sponsor shall have the right to purchase up to its Pro Rata Portion of the shares of Capital Stock issued on conversion,
exercise or exchange of such Equity-Linked Securities or, if such Capital Stock is Voting Stock, up to its Pro Rata Portion of
Company Series B Common Stock. The issuances or deemed issuances of Capital Stock by the Company as described in Sections
2.2(a) and (b) are referred to as the “Quarterly Triggering Issuances.”


 


(c)          The
purchase price per share of Capital Stock or Company Series B Common Stock to be acquired pursuant to this Section 2.2
shall be equal to the applicable Exercise Price.


 






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(d)          Within
five (5) Business Days after the end of each calendar quarter commencing with the first calendar quarter ending after the
initial Business Combination, the Company shall send a written notice to the Sponsor setting forth (i) the number, description
and terms of all Equity-Linked Securities issued from the Beginning Measurement Date to the Ending Measurement Date for such quarter
(identifying separately any issued in connection with a Triggering Event), (ii) the number and type of shares of Capital Stock
issued or deemed issued as described in Sections 2.2(a) and 2.2(b) from the Beginning Measurement Date
to the Ending Measurement Date for such quarter; (iii) the Pro Rata Portion of securities which may be issued to the LMC Stockholders
pursuant to Sections 2.2(a) or 2.2(b), together with reasonable supporting detail for the determination thereof;
and (iv) the Exercise Price per share of Capital Stock, together with reasonable supporting detail for the determination thereof.


 


(e)          The
Sponsor’s rights pursuant to Sections 2.2(a) and 2.2(b) shall be exercisable with respect to applicable
Quarterly Triggering Issuances made from the Beginning Measurement Date to the Ending Measurement Date for any calendar quarter
by delivery of written notice (the “Quarterly Preemptive Rights Notice”) to the Company no later than fifteen
(15) Business Days after receipt of the Company’s notice in respect of such calendar quarter pursuant to Section 2.2(d) above.
The Quarterly Preemptive Rights Notice shall specify the following, each as determined in the Sponsor’s sole discretion:
(i) which LMC Stockholder(s) will purchase securities pursuant to Sections 2.2(a) or 2.2(b) (the
 “Quarterly Preemptive Rights Purchaser”), (ii) whether the Quarterly Preemptive Rights Purchaser will purchase
the Capital Stock issued in any Quarterly Triggering Issuances during such quarter or, if appliable, Company Series B Common
Stock and (iii) the number of such securities (up to its Pro Rata Portion) to be purchased. If the Sponsor exercises its preemptive
right pursuant to Sections 2.2(a) or 2.2(b) with respect to any Quarterly Triggering Issuance, the Quarterly
Preemptive Rights Purchaser shall purchase and the Company shall issue to the Quarterly Preemptive Rights Purchaser the number
of securities specified in the Quarterly Preemptive Rights Notice on the fifth (5th) Business Day following the delivery
of the Quarterly Preemptive Rights Notice or at such other date and time as mutually agreed among the Company and the Quarterly
Preemptive Rights Purchaser, in each case, subject only to the satisfaction or waiver of the conditions set forth in Section 2.4
and to any stock exchange requirements as may then be applicable to the issuance of Capital Stock to the Quarterly Preemptive
Rights Purchaser.


 


Section 2.3           Section 16b-3.
The Board shall take such action as is necessary to cause the exemption (as and to the extent available) of each purchase pursuant
to Sections 2.1 or 2.2 from the liability provisions of Section 16(b) of the Exchange Act (“Section 16(b)”)
pursuant to Rule 16b-3 (each, a “Section 16 Exemption”) and the Company shall provide Sponsor with
reasonably satisfactory evidence that such action has been taken prior to the closing of any such purchase.


 


Section
2.4           Matters as to Preemptive Rights.


 


(a)          Upon
the date of the applicable purchase pursuant to Sections 2.1 or 2.2, the Company shall (and shall be deemed to) represent
and warrant to each Preemptive Rights Purchaser and Quarterly Preemptive Rights Purchaser, as of such date, that (i) the Company
is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and
has the corporate power and authority to consummate the issuance and delivery of the applicable securities; (ii) the securities
to be issued to any Preemptive Rights Purchaser or Quarterly Preemptive Rights Purchaser pursuant to Sections 2.1 or 2.2
have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will have been validly
issued and will be fully paid and nonassessable; and (iii) all representations (subject to any qualifications or exceptions
thereto included therein, including any disclosures schedules related thereto), if any, made by the Company to the third party
(or underwriter, if applicable) in the transaction giving rise to the applicable Triggering Event or Quarterly Triggering Issuance
giving rise to the purchase are true and correct in all material respects.


 






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(b)         Subject
to the provisions of Sections 2.4(g) and (h), the obligations of the Company to consummate the purchase of securities
specified in the applicable Preemptive Rights Notice or Quarterly Preemptive Rights Notice, as applicable, pursuant to Sections
2.1 or 2.2, as applicable, shall be subject to the satisfaction of, prior to or simultaneously with the consummation of the purchase,
the following conditions:


 


(i)           To
the extent that the purchase of securities pursuant to Section 2.1 or 2.2 requires the filing of notification
pursuant to the HSR Act, any applicable waiting period (or extensions thereof) under the HSR Act applicable to the purchase shall
have expired or been terminated; provided, that the Company shall have made any and all requisite filings to be made by it under
the HSR Act and used commercially reasonable efforts to cause such waiting periods to expire or terminate;


 


(ii)          No
Law, order, judgment or injunction (whether preliminary or permanent) issued, enacted, promulgated, entered or enforced by a court
of competent jurisdiction or other Governmental Authority restraining, prohibiting or rendering illegal the consummation of the
purchase by this Agreement is in effect; and


 


(iii)         The
Company shall have received payment in an aggregate amount equal to the Exercise Price per security being purchased.


 


(c)          Subject
to the provisions of Sections 2.4(g) and (h), the obligations of each Preemptive Rights Purchaser and Quarterly Preemptive
Rights Purchaser to consummate the purchase of securities specified in the applicable Preemptive Rights Notice or Quarterly Preemptive
Rights Notice, as applicable, pursuant to Sections 2.1 or 2.2, as applicable, shall be subject to the satisfaction
of, prior to or simultaneously with the consummation of the purchase, the following conditions:


 


(i)           To
the extent that the purchase of securities pursuant to Sections 2.1 or 2.2 requires the filing of notification pursuant
to the HSR Act, any applicable waiting period (or extensions thereof) under the HSR Act applicable to the purchase shall have expired
or been terminated; provided, that the applicable LMC Stockholder shall have made or caused to be made any and all requisite filings
to be made by it under the HSR Act and used commercially reasonable efforts to cause such waiting periods to expire or terminate;


 


(ii)          No
Law, order, judgment or injunction (whether preliminary or permanent) issued, enacted, promulgated, entered or enforced by a court
of competent jurisdiction or other Governmental Authority restraining, prohibiting or rendering illegal the consummation of the
purchase by this Agreement is in effect; and


 






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(iii)         Each
applicable Preemptive Rights Purchaser and Quarterly Preemptive Rights Purchaser shall have received an officer’s certificate
signed by a duly authorized officer of the Company certifying that (A) the representations deemed made by the Company at
such closing pursuant to Section 2.4(a) are true and correct in all respects and (B) the Company shall have
performed in all respects its obligations required to be performed pursuant to Section 2.3; and


 


(d) 
         Each applicable Preemptive Rights Purchaser and Quarterly Preemptive Rights
Purchaser shall have received reasonably satisfactory evidence of the issuance by the Company of the securities specified in
the applicable Preemptive Rights Notice or Quarterly Preemptive Rights Notice in the name of the applicable purchaser. The
Company and each Preemptive Rights Purchaser or Quarterly Preemptive Rights Purchaser, as applicable, shall use its
reasonable best efforts to cause the conditions to closing set forth in this Section 2.4 to be satisfied. In the
event the closing of any purchase pursuant to Sections 2.1 or 2.2 does not occur as a result of the failure of
the conditions specified in Section 2.4(c), then the Preemptive Rights Purchaser or Quarterly Preemptive Rights
Purchaser, as applicable, may elect to defer the closing of such purchase one or more times up to ninety (90) days after the
specified date of closing herein.


 


(e)          No
Preemptive Rights Purchaser or any Quarterly Preemptive Rights Purchaser shall be required to comply with any non-compete, standstill,
lock-up, transfer restriction or similar limitations which may be applicable to any other party to the Triggering Event or Quarterly
Triggering Issuance. The election by the Sponsor not to exercise its preemptive rights hereunder in any one instance shall not
affect its right as to any future Triggering Event or Quarterly Triggering Issuance.


 


(f)           Except
as otherwise provided in this Agreement, the rights of the Sponsor pursuant to this Article II shall not be assignable
either directly or indirectly other than to another LMC Stockholder.


 


(g)          In
the event that any stockholder approval is required in order for any Preemptive Rights Purchaser or Quarterly Preemptive Rights
Purchaser, as applicable, to purchase securities under Sections 2.1 or 2.2, the Company shall, if permitted, obtain
a written consent evidencing the required approval as soon as reasonably practicable, or if not permitted or if requested by the
Sponsor, call and hold a meeting of its stockholders to consider (and the Company shall recommend that stockholders vote in favor
of) such issuance to the applicable Preemptive Rights Purchaser or Quarterly Preemptive Rights Purchaser, as soon as reasonably
practicable and in any event such meeting shall be held within 65 days after the date that the Company is advised that it will
require stockholder approval. The Company shall solicit proxies from stockholders for use at such meeting to obtain such approval;
provided, however, that the Company shall not be required to engage a proxy solicitation agent or otherwise spend
out-of-pocket amounts in respect of approval for any Quarterly Preemptive Rights Purchaser unless the Quarterly Preemptive Rights
Purchaser, the Sponsor or Liberty Media agrees to reimburse such expenses. With respect to any purchase pursuant to Section 2.1,
the record date for voting at such stockholder meeting shall be a date that is prior to the closing of the Triggering Event or,
if different, the issuance date for any New Securities to be issued in connection therewith, unless the Company receives a voting
agreement in form and substance acceptable to the Sponsor from each Person that acquires securities pursuant to the Triggering
Event prior to obtaining stockholder approval pursuant to which voting agreement such Person agrees to vote in favor of the resolution
approving the issuance of securities to each Preemptive Rights Purchaser pursuant to Section 2.1. Subject to compliance
with the above, the Company may close the Triggering Event or, if different, the issuance date for any New Securities to be issued
in connection therewith, prior to obtaining stockholder approval for the issuance of securities to each Preemptive Rights Purchaser
pursuant to Section 2.1 and any timeline to consummate the purchase of securities pursuant to Section 2.1
shall be tolled for so long as such approval has not been obtained.


 






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(h)          In
the event that any stock exchange approval is required in order for any Preemptive Rights Purchaser or Quarterly Preemptive Rights
Purchaser, as applicable, to purchase securities under Sections 2.1 or 2.2, the Company shall use its commercially
reasonable efforts to obtain such approval and any timeline for the consummation of the purchase of securities pursuant to Sections
2.1 or 2.2 shall be tolled for so long as such approval has not been obtained.


 


ARTICLE III.

REGISTRATION RIGHTS


 


Section 3.1            Demand
Registration.


 


(a)          Request
for Registration. Subject to the provisions of Sections 3.1(c) and 3.4 hereof, at any time and from
time to time on or after the date the Company consummates the initial Business Combination, the Holders of at least 15% in interest
of the then-outstanding number of Registrable Securities (the “Demanding Holders”) may make a written demand
for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities
to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand
Registration”). The Company shall, within three (3) Business Days of the Company’s receipt of the Demand Registration,
notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter
wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration
(each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting
Holder”) shall so notify the Company, in writing, within five (5) Business Days after the receipt by the Holder
of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to
the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant
to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days
immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested
by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company
be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this Section 3.1(a) in
any 12-month period with respect to any or all Registrable Securities; provided, however, that a Registration shall
not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at
such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting
Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with
Section 4.1 of this Agreement.


 






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(b)         Underwritten
Offering. Subject to the provisions of Sections 3.1(c) and 3.4 hereof, if a majority-in-interest of the
Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant
to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting
Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation
in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to
the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering
under this Section 3.1(b) and the Company shall enter into an underwriting agreement in customary form with the
Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the
Demand Registration (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company).
The majority-in-interest of the Demanding Holders initiating the Demand Registration shall have the right, after consultation
with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold
and the underwriting commissions, discounts and fees.



 


(c)          Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand
Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the
dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell,
taken together with all other Company Common Stock or other equity securities that the Company desires to sell and the Company
Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration
rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities
that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution
method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable,
the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows:
(i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the
respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) holds prior to such Underwritten
Registration) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clause (i), Company Common Stock or other equity securities for the
account of other Persons that the Company is obligated to register pursuant to separate written contractual arrangements with such
Persons and that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (i) and (ii), Company Common Stock or other equity securities
that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities.


 


(d)          Demand
Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest
of the Requesting Holders (if any), pursuant to a Registration under Section 3.1(a) shall have the right to withdraw
from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company
and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of
the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant
to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the
Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under
this Section 3.1(d).


 


Section 3.2            Shelf
Registration on Form S-3.


 


(a)          The
Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415
under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all
of their Registrable Securities on Form S-3 or any similar short-form registration statement that may be available at such
time (“Form S-3”); a registration statement filed pursuant to this Section 3.2(a) (a “Shelf
Registration Statement”) shall provide for the resale of the Registrable Securities included therein pursuant to any
method or combination of methods legally available to, and requested by, any Holder. Within three (3) days of the Company’s
receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on a Shelf Registration Statement,
the Company shall promptly give written notice of the proposed Registration to all other Holders of Registrable Securities, and
each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities
in such Registration shall so notify the Company, in writing, within three (3) days after the receipt by the Holder of the
notice from the Company. As soon as practicable thereafter, but not more than ten (10) days after the Company’s initial
receipt of such written request for a Registration on a Shelf Registration Statement, the Company shall file a Shelf Registration
Statement relating to all or such portion of such Holder’s Registrable Securities as are specified in such written request,
together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified
in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated
to effect any such Registration pursuant to this Section 3.2(a) if (i) a Form S-3 is not available for
such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of
the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities
(if any) at any aggregate price to the public of less than $5,000,000. The Company shall maintain each Shelf Registration Statement
in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments,
and supplements as may be necessary to keep such Shelf Registration Statement continuously effective, available for use and in
compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities included
on such Shelf Registration Statement.


 






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(b)          If
any Shelf Registration Statement ceases to be effective under the Securities Act for any reason at any time while Registrable Securities
included thereon are still outstanding, the Company shall use its commercially reasonable efforts to as promptly as is reasonably
practicable cause such Shelf Registration Statement to again become effective under the Securities Act (including obtaining the
prompt withdrawal of any order suspending the effectiveness of such Shelf Registration Statement), and shall use its commercially
reasonable efforts to as promptly as is reasonably practicable amend such Shelf Registration Statement in a manner reasonably expected
to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or file an additional
registration statement (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities
included on such Shelf Registration Statement, and pursuant to any method or combination of methods legally available to, and requested
by, any Holder. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause
such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after
the filing thereof and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in compliance
with the provisions of the Securities Act until such time as there are no longer any Registrable Securities included thereon. Any
such Subsequent Shelf Registration shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise,
such Subsequent Shelf Registration shall be on another appropriate form. In the event that any Holder holds Registrable Securities
that are not registered for resale on a delayed or continuous basis, the Company, upon request of a Holder shall promptly use its
commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s
option, a Shelf Registration Statement (including by means of a post-effective amendment) a Subsequent Shelf Registration, or prospectus
supplements, if available, and cause the same to become effective
as soon as practicable after such filing and such Shelf Registration Statement or Subsequent Shelf Registration shall be subject
to the terms hereof; provided, however, the Company shall only be required to cause such Registrable Securities to
be so covered once annually after inquiry of the Holders.


 


(c)          At
any time and from time to time after a Shelf Registration Statement has been declared effective by the Commission, the Sponsor
and the Takedown Requesting Holders (if any) may request to sell all or any portion of its Registrable Securities in an underwritten
offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”);
provided that the Company shall be obligated to effect an Underwritten Shelf Takedown only if such offering shall include
securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably
expected to exceed, in the aggregate, $5,000,000. All requests for Underwritten Shelf Takedowns shall be made by giving written
notice to the Company at least 48 hours prior to the public announcement of such Underwritten Shelf Takedown, which shall specify
the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price
range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company shall include in any Underwritten
Shelf Takedown the securities requested to be included by any Holder (each, a “Takedown Requesting Holder”)
at least 24 hours prior to the public announcement of such Underwritten Shelf Takedown pursuant to written contractual piggyback
registration rights of such Holder (including to those set forth herein). The Sponsor and the Takedown Requesting Holders (if any)
shall have the right to select the underwriter(s) for such offering (which shall consist of one or more reputable nationally
recognized investment banks), subject to the Company’s prior approval which shall not be unreasonably withheld, conditioned
or delayed.


 






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(d)          If
the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Sponsor and
the Takedown Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor
and the Takedown Requesting Holders (if any) desire to sell, taken together with all other Company Common Stock or other equity
securities that the Company desires to sell, exceeds the Maximum Number of Securities, then the Company shall include in such Underwritten
Shelf Takedown, as follows: (i) first, the Registrable Securities of the Sponsor that can be sold without exceeding the Maximum
Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (i), the Company Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding
the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clauses (i) and (ii), the Company Common Stock or other equity securities of the Takedown Requesting Holders,
if any, that can be sold without exceeding the Maximum Number of Securities, determined pro rata, based on the respective number
of Registrable Securities that each Takedown Requesting Holder has so requested to be included in such Underwritten Shelf Takedown.


 


(e)          The
Sponsor and the Takedown Requesting Holders (if any) shall have the right to withdraw from an Underwritten Shelf Takedown for any
or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention
to withdraw from such Underwritten Shelf Takedown prior to the public announcement of such Underwritten Shelf Takedown. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection
with an Underwritten Shelf Takedown prior to a withdrawal under this Section 3.2(e).


 


Section 3.3            Piggyback
Registration.


 


(a)          Piggyback
Rights. If, at any time on or after the date of the consummation of the initial Business Combination, the Company proposes
to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other
obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders
of the Company (or by the Company and by the stockholders of the Company including pursuant to Section 3.1 hereof),
other than a Registration Statement (i) filed in connection with any Company Incentive Plan or other benefit plan, (ii) for
an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of
debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company
shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not
less than seven (7) Business Days before the anticipated filing date of such Registration Statement, which notice shall (A) describe
the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of
the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable
Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing
within five (5) Business Days after receipt of such written notice (such Registration a “Piggyback Registration”).
The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use
its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable
Securities requested by the Holders pursuant to this Section 3.3(a) to be included in a Piggyback Registration
on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale
or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All
such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.3(a) shall
enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by
the Company.


 






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(b)          Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback
Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration
in writing that the dollar amount or number of shares of Company Common Stock that the Company desires to sell, taken together
with (i) the shares of Company Common Stock, if any, as to which Registration has been demanded pursuant to separate written
contractual arrangements with Persons other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities
as to which registration has been requested pursuant to Section 3.3 hereof, and (iii) the shares of Company Common
Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights
of other stockholders of the Company, exceeds the Maximum Number of Securities, then:


 


(i)           If
the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first,
Company Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum
Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to
Section 3.3(a) hereof and Company Common Stock, if any, as to which Registration has been requested pursuant to
written contractual piggy-back registration rights of other stockholders of the Company (pro rata based on the respective number
of Registrable Securities that each stockholder holds prior to such Underwritten Registration), which can be sold without exceeding
the Maximum Number of Securities; and


 


(ii)          If
the Registration is pursuant to a request by Persons other than the Holders of Registrable Securities, then the Company shall include
in any such Registration (A) first, Company Common Stock or other equity securities, if any, of such requesting Persons, other
than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities
of Holders exercising their rights to register their Registrable Securities pursuant to Section 3.3(a) and Company
Common Stock or other equity securities for the account of other Persons that the Company is obligated to register pursuant to
separate written contractual arrangements with such Persons (pro rata based on the respective number of Registrable Securities
that each stockholder holds prior to such Underwritten Registration), which can be sold without exceeding the Maximum Number of
Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(A) and (B), Company Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding
the Maximum Number of Securities.


 






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(c)          Piggyback
Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration
for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her
or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with
the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the
result of a request for withdrawal by Persons pursuant to separate written contractual obligations) may withdraw a Registration
Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such
Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration
Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 3.3(c).


 


(d)          Unlimited
Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 3.3 hereof
shall not be counted as a Registration pursuant to a Demand Registration effected under Section 3.1 hereof.


 


Section 3.4            Restrictions
on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s
good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date
of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt
of a Demand Registration pursuant to Section 3.1(a) and it continues to actively employ, in good faith, all reasonable
efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten
Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer;
or (C) in the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board
concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case
the Company shall furnish to such Holders a certificate signed by the Chairman of the Board, the Chief Executive Officer or other
executive officer of the Company stating that in the good faith judgment of the Board it would be seriously detrimental to the
Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing
of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more
than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once
in any 12-month period.


 


Section 3.5            Lock-Up
Periods. Notwithstanding anything to the contrary contained in this Agreement, no Holder shall be permitted to sell Registrable
Securities pursuant to a Registration during any Lock-Up Period with respect to such Registrable Securities; provided that
the existence of a Lock-Up Period with respect to any Registrable Securities shall not alter the Company’s obligation to
Register any such Registrable Securities pursuant to this Agreement pursuant to Section 3.1(a).


 






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Section 3.6            Registration
in Connection with Hedging Transactions.


 


(a)          The
Company acknowledges that from time to time a Holder may seek to enter into one or more Hedging Transactions with a Hedging Counterparty.
The Company agrees that, in connection with any proposed Hedging Transaction (if during any Lock-Up Period, to the extent then
permitted by the Letter Agreement), if, in the reasonable judgment of counsel to such Holder (after good faith consultation with
counsel to the Company), it is necessary or desirable to register under the Securities Act sales or transfers (whether short or
long and whether by the Holder or by the Hedging Counterparty) of Registrable Securities or (by the Hedging Counterparty) other
shares of Common Stock in connection therewith, then a Registration Statement covering Registrable Securities in a manner otherwise
in accordance with the terms and conditions of this Agreement to register such sales or transfers under the Securities Act. Notwithstanding
anything in this Agreement to the contrary, the Company shall not be required to register, and shall not be required to pay Registration
Expenses in connection with the registration of, an aggregate number of sales or transfers of Registrable Securities in excess
of the total number of Registrable Securities, it being understood that a sale or transfer of any Registrable Securities shall
be considered to have been registered for purposes of this Section 3.6 and Section 6.2 when (1) a
Registration Statement covering such Registrable Securities shall have been declared effective or, following a request pursuant
to Section 3.6(b), an effective shelf Registration Statement is available to cover the sale or transfer of the Registrable
Securities requested to be covered and (2) in the case of a Demand Registration, such Registration Statement shall have remained
effective until such sale or transfer of such Registrable Securities shall have occurred.


 


(b)          If,
in the circumstances contemplated by Section 3.6(a), a Holder seeks to register sales or transfers of Registrable Securities
(or the sale or transfer by a Hedging Counterparty of other shares of Company Common Stock) in connection with a Hedging Transaction
at a time when a shelf Registration Statement covering Registrable Securities is effective, upon receipt of written notice thereof
from the Sponsor, the Company shall use commercially reasonable efforts to take such actions as may reasonably be required to permit
such sales or transfers in connection with such Hedging Transaction to be covered by such effective Registration Statement in a
manner otherwise in accordance with the terms and conditions of this Agreement, which may include, among other things, the filing
of a prospectus supplement or post-effective amendment including a description of such Hedging Transaction, the name of the Hedging
Counterparty, identification of the Hedging Counterparty or its Affiliates as underwriters or potential underwriters, if applicable,
and any change to the plan of distribution contained in the Prospectus.


 


(c)          Any
information regarding a Hedging Transaction included in a Registration Statement pursuant to this Section 3.6 shall
be deemed to be information provided by the Holder selling or transferring Registrable Securities pursuant to such Registration
Statement for purposes of Article V of this Agreement.


 






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(d)          If,
with respect to a Hedging Transaction in connection with which a registration is contemplated by Section 3.6(a), a
Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling securityholder, then, as a condition
to including in any Registration Statement any sales or transfers of Registrable Securities by such Hedging Counterparty in connection
with such Hedging Transaction, it and the Company shall be required to enter into an agreement with the other providing for indemnification
rights substantially similar to those provided under Article V.


 


Section 3.7            Registration
in Connection with Exchangeable Private Placements.


 


(a)          At
any time following the occurrence of an Exchangeable Shelf Registration Trigger Event, the Holder that effected the Exchangeable
Private Placement may, by providing written notice to the Company, request that the corresponding Selling Holders be able to sell
all or part of their Exchangeable Registrable Securities delivered or deliverable under the terms of such Exchangeable Private
Placement pursuant to an Exchangeable Shelf Registration Statement (an “Exchangeable Security Shelf Registration Request”)
for a secondary offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any
successor rule thereto (a “Exchangeable Security Shelf Registration”). Each Exchangeable Security Shelf
Registration Request shall specify the number of Exchangeable Registrable Securities to be registered on the Exchangeable Shelf
Registration Statement. A Selling Holder shall not be named in such Exchangeable Shelf Registration Statement unless and until
the Company has received a fully completed and executed Selling Holder Questionnaire for such Selling Holder. Subject to the provisions
of this Agreement, after receipt of an Exchangeable Security Shelf Registration Request, if the Company is then eligible to file
an Exchangeable Shelf Registration Statement, the Company shall, to the extent permitted by applicable law, as promptly as practicable
and no later than twenty (20) business days after receipt of such Exchangeable Security Shelf Registration Request file with the
Commission a new Exchangeable Shelf Registration Statement or amend or renew an existing or expiring Exchangeable Shelf Registration
Statement, at the Company’s option, to effectuate such Exchangeable Shelf Registration. If permitted under the Securities
Act, such Exchangeable Shelf Registration Statement shall be an “automatic shelf registration statement” as defined
in Rule 405 under the Securities Act. The Company shall use its commercially reasonable efforts to cause such Exchangeable
Shelf Registration Statement to be declared effective by the Commission or otherwise become effective under the Securities Act
as promptly as practicable after the filing thereof. The Company shall use its commercially reasonable efforts to keep such Exchangeable
Shelf Registration Statement continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof
to be usable by such Selling Holders until the earlier of (i) one (1) year after the Exchangeable Shelf Registration
Statement is first declared effective, (ii) the date as of which all of the Exchangeable Registrable Securities covered by
such Shelf Registration Statement shall have been sold pursuant to such Exchangeable Shelf Registration Statement and (iii) the
date as of which each of the Selling Holders is permitted to sell its Exchangeable Registrable Securities without registration
pursuant to Rule 144 under the Securities Act without volume limitations or other restrictions on transfer thereunder (such
period of effectiveness, an “Exchangeable Security Shelf Period”). An Exchangeable Security Shelf Period shall
be extended by the number of days of any suspension of the Exchangeable Shelf Registration Statement that occurs during such Exchangeable
Security Shelf Period. An Exchangeable Shelf Registration pursuant to this Section 5.7(a) shall not be an underwritten
offering. As a condition to being named as a selling stockholder in the Prospectus included in an Exchangeable Shelf Registration
Statement, each Selling Holder will be required to agree to be bound by the obligations applicable to a Holder set forth in Sections
5(b) through (e). All actions on behalf of the Selling Holders shall be coordinated and communicated to the Company
by, and proceed through, the applicable Holder.


 






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(b)          In
connection with an Exchangeable Private Placement in which the aggregate gross proceeds from such private placement to the Holder
are at least $250,000,000, the Company shall make the Company’s executive officers available, to the extent requested by
such Holder and the initial purchasers (an “Exchangeable Private Placement Request”), to reasonably assist in
the marketing of the Exchangeable Securities to be sold in such Exchangeable Private Placement, to the same extent as would be
required under Section 4.1(j) in connection with a Demand Registration; provided that the Holder may request
that the Company make the Company’s senior executives available for participation in “road show” presentations
pursuant to Section 4.1(o).


 


(c)          A
Holder may, by written notice to the Company, withdraw Shelf Registrable Securities from an Exchangeable Security Shelf Registration
at any time prior to the effectiveness of the applicable Registration Statement. Upon receipt of notice from the applicable Holders
to such effect, the Company shall cease all efforts to seek effectiveness of the applicable Registration Statement.


 


ARTICLE IV.

COMPANY PROCEDURES


 


Section 4.1            General
Procedures. If at any time on or after the date the Company consummates the initial Business Combination the Company is required
to effect the Registration of Registrable Securities or of Exchangeable Registrable Securities, the Company shall use its best
efforts to effect such Registration to permit the sale of such Registrable Securities or such Exchangeable Registrable Securities
in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:


 


(a)          prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities or such
Exchangeable Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective
and remain effective until all Registrable Securities and Exchangeable Registrable Securities covered by such Registration Statement
have been sold;


 


(b)          prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by the Holders of at least a majority in interest of the Registrable Securities
or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the
registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration
Statement effective until all Registrable Securities and Exchangeable Registrable Securities covered by such Registration Statement
are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;


 






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(c)          prior
to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies
of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case
including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement
(including each preliminary Prospectus), and as-filed copies thereof, and such other documents as the Underwriters and the Holders
of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate
the disposition of the Registrable Securities owned by such Holders or of Exchangeable Registrable Securities;


 


(d)          prior
to any public offering of Registrable Securities or Exchangeable Registrable Securities, use its best efforts to (i) register
or qualify the Registrable Securities or Exchangeable Registrable Securities covered by the Registration Statement under such securities
or “blue sky” laws of such jurisdictions in the United States as the Holders (in light of the intended plan of distribution)
may request and (ii) take such action necessary to cause such Registrable Securities or Exchangeable Registrable Securities
covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary
by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable
to enable the Holders of Registrable Securities or Selling Holders of Exchangeable Registrable Securities included in such Registration
Statement to consummate the disposition of such Registrable Securities or Exchangeable Registrable Securities in such jurisdictions;
provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process
or taxation in any such jurisdiction where it is not then otherwise so subject;


 


(e)          cause
all such Registrable Securities or Exchangeable Registrable Securities to be listed on each securities exchange or automated quotation
system on which similar securities issued by the Company are then listed;


 


(f)           provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities or Exchangeable Registrable
Securities no later than the effective date of such Registration Statement;


 


(g)          advise
each Holder, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission
suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose
and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop
order should be issued;


 


(h)          at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such
Registration Statement or Prospectus, furnish a copy thereof to each Holder or its counsel;


 


(i)           notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities
Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect,
includes a Misstatement, and then to correct such Misstatement as set forth in Section 4.4 hereof;


 






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(j)           permit
a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter
to participate, at each such Person’s own expense, in the preparation of the Registration Statement, and cause the Company’s
officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney
or accountant in connection with the Registration, and make available senior executives of the Company and request the Company’s
independent accountants to make themselves available to participate in any due diligence sessions that may be reasonably requested
by the Underwriter in any Underwritten Offering; provided, however, that such representatives or Underwriters enter
into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure
of any such information;


 


(k)          obtain
a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters
as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating
Holders;


 


(l)           on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of
counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales
agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such
opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily
included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating
Holders;


 


(m)         in
the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter of such offering;


 


(n)          make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve
(12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration
Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any
successor rule promulgated thereafter by the Commission);


 


(o)          in
the case of an Underwritten Offering of Registrable Securities or an Exchangeable Private Placement, in each case, involving gross
proceeds in excess of $25,000,000, use its reasonable efforts to make available senior executives of the Company to participate
in customary “road show” presentations that may be reasonably requested by the Underwriter or applicable Holder, respectively,
in any Underwritten Offering;


 


(p)          otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
with such Registration; and


 






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(q)          in
the case of an offering of Exchangeable Registrable Securities in connection with an Exchangeable Security Private Placement, promptly
incorporate in a supplement to the Prospectus, a filing incorporated by reference into the Prospectus or a post-effective amendment
to the Exchangeable Shelf Registration Statement the information for each Selling Holder set forth in its fully completed and executed
Selling Holder Questionnaire delivered to the Company, and promptly make all required filings of such supplement, filing or post-effective
amendment after receipt of such Selling Holder Questionnaire.


 


Section 4.2            Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders
that the Holders shall bear Underwriters’ commissions and discounts relating to the sale of Registrable Securities, and,
other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal
counsel representing the Holders.


 


Section 4.3            Requirements
for Participation in Underwritten Offerings. No Person may participate in any Underwritten Offering for equity securities
of the Company pursuant to a Registration initiated by the Company hereunder unless such Person (i) agrees to sell such Person’s
securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes
all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary
documents as may be reasonably required under the terms of such underwriting arrangements.


 


Section 4.4            Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus
contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or
it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company
hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until
he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness
or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse
Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company
for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders,
delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time,
but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event
the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of
the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to
sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it
exercised its rights under this Section 4.4.


 






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Section 4.5            Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting
company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of
the Exchange Act. The Company further covenants that it shall take such further action as any Holder may reasonably request, all
to the extent required from time to time to enable such Holder to sell shares of Company Common Stock held by such Holder without
registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the
Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions.
Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer
as to whether it has complied with such requirements.


 


ARTICLE V.

INDEMNIFICATION AND CONTRIBUTION


 


Section 5.1            Indemnification.


 


(a)          The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities or Selling Holder of Exchangeable
Registrable Securities, their respective officers and directors and each Person who controls such Holder or Selling Holder (within
the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees)
caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary
Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained
in any information furnished in writing to the Company by such Holder or by such Selling Holder expressly for use therein. The
Company shall indemnify the Underwriters, their officers and directors and each Person who controls such Underwriters (within the
meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.


 


(b)          In
connection with any Registration Statement in which a Holder of Registrable Securities or a Selling Holder of Exchangeable Registrable
Securities is participating, such Holder or Selling Holder shall furnish to the Company in writing such information and affidavits
as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent
permitted by law, shall indemnify the Company, its directors and officers and agents and each Person who controls the Company (within
the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including reasonable attorneys’
fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus
or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to
make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information
or affidavit so furnished in writing by such Holder or such Selling Holder expressly for use therein; provided, however,
that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities and among
such Selling Holders of Exchangeable Registrable Securities, and the liability of each such Holder of Registrable Securities and
each such Selling Holder of Exchangeable Registrable Securities shall be in proportion to and limited to the net proceeds received
by such Holder from the sale of Registrable Securities or by such Selling Holder from the sale of Exchangeable Registrable Securities
pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers,
directors and each Person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided
in the foregoing with respect to indemnification of the Company.


 






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(c)          Any
Person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s
right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless
in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties
may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability
for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An
indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees
and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless
in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other
of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party,
consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money
(and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability
in respect to such claim or litigation.


 


(d)          The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by
or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive
the transfer of any Registrable Securities by any Holder. The Company and each Holder of Registrable Securities participating in
an offering and each of the Selling Holders of Exchangeable Registrable Securities agrees to make such provisions as are reasonably
requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s or such
Selling Holders’ indemnification is unavailable for any reason.


 






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(e)          If
the indemnification provided under Article V hereof from the indemnifying party is unavailable or insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the
indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified
party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether
any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the
indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct
or prevent such action; provided, however, that the liability of any Holder or of any Selling Holders under this
Section 5.1(e) shall be limited to the amount of the net proceeds received by such Holder or such Selling Holder
in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities
referred to above shall be deemed to include, subject to the limitations set forth in Sections 5.1(a), 5.1(b) and
5.1(c) above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any
investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this
Section 5.1(e) were determined by pro rata allocation or by any other method of allocation, which does not take
account of the equitable considerations referred to in this Section 5.1(e). No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 5.1(e) from
any Person who was not guilty of such fraudulent misrepresentation.


 


ARTICLE VI.

TERMINATION


 


Section 6.1            Termination.
Except as provided in Section 6.2, this Agreement shall terminate (a) with the mutual written agreement of the
Company and the Sponsor or (b) immediately following the first date on which the LMC Voting Stock Percentage is less than
two percent (2%).


 


Section 6.2            Effect
of Termination; Survival. In the event of any termination of this Agreement pursuant to Section 6.1, there shall
be no further liability or obligation hereunder on the part of any party hereto and this Agreement (other than Sections 7.5,
7.6, 7.10 and 7.11) shall thereafter be null and void; provided, that Articles III, IV
and V of this Agreement shall survive any termination until the earlier of (A) all of the Registrable Securities
and Exchangeable Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable
period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated
thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities,
and the Selling Holders of all Exchangeable Registrable Securities are permitted to sell the Exchangeable Registrable Securities,
under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or
the manner of sale; and provided, further, that nothing contained in this Agreement (including this Section 6.2)
shall relieve any party from liability for any breach of any of its representations, warranties, covenants or agreements set forth
in this Agreement occurring prior to such termination.


 






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ARTICLE VII.

MISCELLANEOUS


 


Section 7.1            Amendment
and Modification. Compliance with the provisions, covenants or conditions set forth in Article II (and any provisions
of this Article VII that affect Article II) may be waived, or any of such provisions, covenants or conditions
may be amended or modified, only with the written consent of the Company, the Sponsor and Liberty Media. Compliance with any of
the provisions, covenants and conditions set forth in this Agreement (other than in Article II or the provisions of
this Article VII that affect Article II) may be waived, or any of such provisions, covenants or conditions
may be amended or modified, only with the written consent of the Company, the Sponsor, Liberty Media and the Holders of at least
a majority in interest of the Registrable Securities at the time in question; provided, however, that notwithstanding
the foregoing, any such amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity
as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in
such capacity) shall require the consent of the Holder so affected. No course of dealing between or among any Persons having any
interest in this Agreement shall be deemed effective to modify, amend or discharge any part of this Agreement or any rights or
obligations of any Person under or by reason of this Agreement. No single or partial exercise of any rights or remedies under
this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder
by such party.


 


Section 7.2            Assignment;
No Third-Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement
shall be assigned or delegated, in whole or in part, by any party hereto without the prior written consent of each other party
hereto, except that (i) Sponsor may assign or delegate its rights under Article II to a Qualified Distribution
Transferee in connection with a Qualified Distribution Transaction, and (ii) any Holder may assign or delegate its rights
under Article III to a Permitted Transferee in connection with the transfer of Registrable Securities by such Holder
to the Permitted Transferee. Subject to the preceding sentences, this Agreement shall be binding upon, inure to the benefit of,
and be enforceable by, the parties and their respective successors (including, in the case of the Company, any successor publicly
traded Person resulting from a reorganization of the Company, and in the case of the Holders, Permitted Transferees) and assigns
and executors, administrators and heirs. This Agreement shall not confer any rights or remedies upon any Person other than the
parties to this Agreement and their respective successors and permitted assigns, and as expressly set forth in this Agreement
and this Section 7.2 hereof. No assignment by any party hereto of such party’s rights, duties and obligations
hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice
of such assignment as provided in Section 7.5 hereof and (ii) the written agreement of the assignee, in a form
reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by
an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7.2
shall be null and void.


 


Section 7.3            Binding
Effect; Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject
matter hereof and merges and supersedes all prior representations, agreements and understandings, written or oral, of any and
every nature among them.


 


Section 7.4            Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable Law, (a) a suitable and equitable
provision to be negotiated by the Parties, each acting reasonably and in good faith shall be substituted therefor in order to
carry out, so far as may be enforceable, the intent and purpose of such unenforceable provision, and (b) the balance of this
Agreement shall be interpreted as if such unenforceable provisions were excluded and shall be enforceable in accordance with its
terms so long as the economic or legal substance of the transactions contemplated by this Agreement are not affected in any manner
materially adverse to any party.


 






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Section 7.5            Notices
and Addresses. All notices, requests, claims, demands, waiver and other communications under this Agreement shall be in writing
and shall be deemed given (a) on the date of delivery if delivered personally or sent via e-mail (with delivery confirmation);
(b) on the first Business Day following the date of dispatch if sent by a nationally recognized overnight courier (providing
proof of delivery); or (c) and on the third Business Day after mailing, if mailed to the party to whom notice is to be given,
by first class mail, registered, return receipt requested, postage prepaid and addressed as follows:


 


	If to the Company:  
	 
	Liberty Media Acquisition Corporation  
	12300 Liberty Boulevard  
	Englewood, CO 80112  
	Attention:	Chief Legal Officer
	Telephone:	(720) 875-5800
	Facsimile:	[Separately provided]
	Email:	[Separately provided]
	 	 
	If to the Sponsor or Liberty Media:  
	 
	Liberty Media Corporation  
	12300 Liberty Boulevard  
	Englewood, CO 80112  
	Telephone:	(720) 875-5400
	Facsimile:	[Separately provided]
	Attention:	Chief Legal Officer
	E-Mail:	[Separately provided]
	 	 
	with a copy (which shall not constitute notice) to:  
	 
	Baker Botts L.L.P.  
	2001 Ross Avenue  
	Suite 900  
	Dallas, TX 75201  
	Attention:	Samantha Hale Crispin
	Telephone:	(214) 953-6497
	Facsimile:	(214) 661-4497
	Email:	samantha.crispin@bakerbotts.com



 


Section 7.6            Governing
Law. This Agreement and all claims or disputes arising out of this Agreement shall be governed by and construed in accordance
with the Laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than
the State of Delaware.


 


Section 7.7            Headings.
The headings in this Agreement are for convenience of reference only and shall not constitute a part of this Agreement, nor shall
they affect its meaning, construction or effect.


 






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Section 7.8            Counterparts.
This Agreement may be executed via facsimile or pdf and in any number of counterparts, each of which shall be deemed to be an
original instrument and all of which together shall constitute one and the same instrument.


 


Section 7.9            Further
Assurances. Each party shall cooperate and take such action as may be reasonably requested by the other party in order to
carry out the provisions and purposes of this Agreement and the transactions contemplated hereby; provided, however,
that no party shall be obligated to take any actions or omit to take any actions that would be inconsistent with applicable Law.
At such times as the Sponsor or Liberty Media may reasonably request, the Company will provide such requesting party with information
regarding the number of shares of Company Common Stock outstanding.


 


Section 7.10          Remedies.
In the event of a breach or a threatened breach by any party to this Agreement of its obligations under this Agreement, any party
injured or to be injured by such breach shall be entitled to specific performance of its rights under this Agreement or to injunctive
relief, in addition to being entitled to exercise all rights provided in this Agreement and granted by Law, it being agreed by
the parties that the remedy at Law, including monetary damages, for breach of any such provision will be inadequate compensation
for any loss and that any defense or objection in any action for specific performance or injunctive relief for which a remedy
at Law would be adequate is waived.


 


Section 7.11          Jurisdiction
and Venue. The parties hereto hereby irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State
of Delaware or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action
or proceeding, another state court within the State of Delaware or, in the event (but only in the event) that no state court within
the State of Delaware has subject matter jurisdiction over such action or proceeding, the United States District Court for the
District of Delaware (and in each case, any appellate courts thereof), in respect of the interpretation and enforcement of the
provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated
hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement
hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is
not maintainable in the Court of Chancery of the State of Delaware or, in the event (but only in the event) that such court does
not have subject matter jurisdiction over such action or proceeding, another state court within the State of Delaware or, in the
event (but only in the event) that no state court within the State of Delaware has subject matter jurisdiction over such action
or proceeding, the United States District Court for the District of Delaware (and in each case, any appellate courts thereof),
or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree
that all claims with respect to such action or proceeding shall be heard and determined in the Court of Chancery of the State
of Delaware or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action
or proceeding, another state court within the State of Delaware or, in the event (but only in the event) that no state court within
the State of Delaware has subject matter jurisdiction over such action or proceeding, the United States District Court for the
District of Delaware (and in each case, any appellate courts thereof). The parties hereto hereby consent to and grant the Court
of Chancery of the State of Delaware or, in the event (but only in the event) that such court does not have subject matter jurisdiction
over such action or proceeding, another state court within the State of Delaware or, in the event (but only in the event) that
no state court within the State of Delaware has subject matter jurisdiction over such action or proceeding, the United States
District Court for the District of Delaware (and in each case, any appellate courts thereof), jurisdiction over the Person of
such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or
other papers in connection with any such action or proceeding in the manner provided in Section 7.5 or in such other
manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 






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Section 7.12          Adjustments.
References herein to numbers of shares, the series thereof, and to per share prices, shall be appropriately adjusted to account
for any reclassification, exchange, substitution, combination, stock split, reverse stock split, or stock dividend or other share
distribution made on or with respect to the applicable series of shares, occurring or effective following the date of this Agreement.


 


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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the date and year first above written.


 


	 	LIBERTY
    MEDIA ACQUISITION CORPORATION
	 	 
	 	By	/s/ Renee L. Wilm        
	 	 
	 	 	Name:	Renee L. Wilm
	 	 	Title:	Chief Legal Officer and Chief Administrative Officer
	 	 
	 	LIBERTY
    MEDIA ACQUISITION SPONSOR LLC
	 	 
	 	By	/s/ Craig Troyer
	 	 
	 		Name:	Craig Troyer
	 	 	Title:	Senior Vice President and Assistant Secretary
	 	 
	 	LIBERTY
    Media CORPORATION
	 	 
	 	By	/s/ Brittany Uthoff
	 	 
	 	 	Name:	Brittany Uthoff
	 	 	Title:	Vice President



 


[Signature
Page to Investor Rights Agreement]