Exhibit 10.5


 


SERVICES AGREEMENT


 


SERVICES AGREEMENT
(this “Agreement”), dated as of January 21, 2021, by and between Liberty Media Corporation, a Delaware
corporation (the “Provider”), and Liberty Media Acquisition Corporation, a Delaware corporation (“LMAC”).


 


RECITALS


 


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


 


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


 


AGREEMENT


 


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


 


ARTICLE I


 


ENGAGEMENT AND SERVICES


 


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


 


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


 


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


 






    


     


    

 


Section 1.4           Services
Fee.


 


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


 


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


 


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


 


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


 


ARTICLE II


 


TERM


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE III


 


PERSONNEL AND EMPLOYEES


 


Section 3.1           Personnel
to Provide Services.


 


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


 


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


 






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


 


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


 


ARTICLE IV


 


INDEMNIFICATION


 


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


 


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


 






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Section 4.3           Indemnification
Procedures.


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


ARTICLE V


 


MISCELLANEOUS


 


Section 5.1           Defined
Terms.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


	Definition	Section Reference
	Agreement	Preamble
	Claim	Section 1.6
	Change in Control	Section 2.2
	Effective Date	Section 1.1
	Indemnitee	Section 4.3(a)(i)
	Indemnitor	Section 4.3(a)(i)
	Initial Business Combination	Section 2.2
	LBC	Section 1.1
	LMAC	Preamble
	LMAC Indemnitees	Section 4.1
	Losses	Section 4.1
	LTAH	Section 1.1
	Personnel	Section 3.1
	Provider	Preamble
	Provider Indemnification Matter	Section 4.1
	Provider Indemnitees	Section 4.2
	Qurate	Section 1.1
	Separate Claims	Section 4.3(a)(ii)
	Separate Legal Defense	Section 4.3(a)(ii)
	Services	Section 1.2
	Services Fee	Section 1.4
	Term	Section 2.1
	Third-Party Claim	Section 4.1
	Transaction	Section 2.2
	Trust Account	Section 1.6


 



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


 


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


 


	If to the Provider:	
        Liberty Media Corporation

        12300 Liberty Boulevard

        Englewood, Colorado 80112

        Attention: Chief Legal Officer

        Facsimile: (720) 875-5382

	 
	 
	 	 
	If to LMAC:	
        Liberty Media Acquisition Corporation

        12300 Liberty Boulevard

        Englewood, Colorado 80112

        Attention: Chief Legal Officer

        Facsimile: (720) 875-5382

	 
	 
	 
	 


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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Section 5.10         Binding
Effect; Assignment.


 


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


 


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


 


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


 


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


 


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


 


Section 5.14         Confidentiality.


 


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


 






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


 


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


 


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


 


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


 


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


 


[Signature Page Follows]


 






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


 


 


	 	PROVIDER:
	 	 
	 	LIBERTY MEDIA CORPORATION
	 	 
	 	By:	/s/ Craig Troyer
	 	Name: Craig Troyer
	 	Title:   Senior Vice President and Assistant Secretary
	 	 
	 	LMAC:
	 	 
	 	Liberty Media Acquisition Corporation
	 	 
	 	By:	 /s/ Renee L. Wilm
	 	Name: Renee L. Wilm
	 	Title:   Chief Legal Officer & Chief Administrative Officer




 


[Signature
Page to LMAC Services Agreement]