Exhibit 10.6


 


LIBERTY PROPERTY HOLDINGS, INC.


12300 LIBERTY BOULEVARD


ENGLEWOOD, CO 80112


 


January 21, 2021


 


Liberty Media Acquisition Corporation


12300 Liberty Boulevard


Englewood, CO 80112


Attention: Legal Department


 


		Re:	Facilities Sharing Agreement.



 


Ladies and Gentlemen:


 


Liberty Media Acquisition
Corporation, a Delaware corporation (“LMAC”), will shortly consummate its initial public offering (the “IPO”).


 


As you are aware, Liberty
Property Holdings, Inc., a Delaware corporation (“LPH”), is the owner of 12300 Liberty Boulevard, Englewood,
Colorado (the “Premises”) and a wholly-owned subsidiary of Liberty Media Corporation (“Liberty Media”
or “Provider”). In connection with the IPO, LMAC desires to occupy and use a portion of such office and parking
facilities within the Premises following the IPO. Liberty Media and LPH are amenable to such a sharing arrangement, on the terms
and subject to the conditions set forth in this facilities sharing agreement (this “Agreement”).


 


As you are also aware,
in connection with the IPO, Liberty Media and LMAC have entered into a services agreement (the “Services Agreement”),
dated the date hereof, pursuant to which Liberty Media will provide to LMAC the services described therein on the terms set forth
therein commencing on the date the securities of LMAC are first listed on the Nasdaq Capital Market (the “Effective Date”).


 


Based on the premises
and the mutual agreements of the parties, and for other good and valuable consideration the receipt of which is hereby acknowledged,
LMAC, LPH and Liberty Media hereby agree as follows:


 


Section 1. Use
of Facilities. The shared facilities will consist of certain executive offices, working stations for secretarial and other
support staff and common areas designated from time to time by LPH or Provider, including the main reception area, conference facilities,
hallways, stairways, restrooms, kitchenettes, the employee cafeteria, the fitness area and parking facilities, located within the
Premises. The use of the shared facilities will be subject to the applicable policies of the Provider, if any.


 






    


     


    

 


Section 2. Sharing
Fee. For the period from the Effective Date until the expiration of the Term, LMAC agrees to pay, and LPH agrees to accept,
a monthly fee equal to $8,333, payable in arrears (the “Sharing Fee”); provided, further, that
upon the consummation by LMAC of the Initial Business Combination (as defined below), LPH and LMAC will review and evaluate (and
thereafter will review and evaluate semiannually) the Sharing Fee for reasonableness during the Term and will negotiate in good
faith to reach agreement on any appropriate adjustments to the Sharing Fee, and based on such review and evaluation, LPH 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. LMAC will pay LPH the Sharing Fee by wire
or intrabank transfer of funds or in such other reasonable manner specified by LPH to LMAC, in arrears on or before the last day
of each calendar month following the Effective Date.


 


Notwithstanding anything
contained herein to the contrary, LPH and Liberty Media hereby irrevocably waive 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 the IPO will be deposited (the “Trust Account”), and hereby irrevocably
waive 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
agree 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.


 


Section 3. Term.


 


(a) The term (the
 “Term”) of this Agreement will commence on the Effective Date and will continue until terminated in accordance
with Section 3(b).


 


(b) This Agreement
will be terminated prior to the expiration of the Term in the following events:


 


		(i)	concurrently with the termination of the Services Agreement;



 


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



 


		(iii)	immediately upon written notice (or at any later time specified in such notice) by LPH 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”), immediately upon written notice (or at any time specified in such notice) by
LPH to LMAC if a Change in Control occurs with respect to LMAC; or



 


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



 






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For purposes of this
Section 3(b), a “Change in Control” will have the meaning ascribed thereto in the Services Agreement.


 


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


 


Section 4. Miscellaneous.


 


(a) Entire Agreement;
Severability. This Agreement constitutes the entire agreement among the parties hereto, as applicable 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.


 


(b) 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 LPH:


 


Liberty Property Holdings, Inc.


c/o Liberty Media Corporation


12300 Liberty Boulevard


Englewood, Colorado 80112


Attention: Chief Legal Officer


Facsimile: [Separately provided]


 


If to LMAC:


 


Liberty Media Acquisition Corporation


12300 Liberty Boulevard


Englewood, Colorado 80112


Attention: Chief Legal Officer


Facsimile: [Separately provided]


 


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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(c) 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.


 


(d) 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.


 


(e) 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.


 


(f) Assignment.
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. 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 LPH may assign its respective rights, interests,
duties, liabilities and obligations under this Agreement to any of its respective wholly-owned subsidiaries, but such assignment
shall not relieve the assignor of its obligations hereunder.


 


(g) Amendment.
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.


 


(h) Further Actions.
The parties will execute and deliver all documents, provide all information, and take or forbear from all actions that may be necessary
or appropriate to achieve the purposes of this Agreement.


 






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(i) 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 Sharing 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.


 


[Signature page follows]


 






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If the foregoing meets
with your approval, kindly execute below and return a copy to the undersigned.


 


	 	Very truly yours,
	 	 
	 	LIBERTY PROPERTY HOLDINGS, INC.
	 	 
	 	By:	/s/ Brittany Uthoff
	 	 	Name:	 Brittany Uthoff
	 	 	Title:	Vice President




 


 


	Accepted and agreed this 21st day of January,
    2021:	 
	 	 
	LIBERTY MEDIA ACQUISITION CORPORATION	 
	 	 
	By:	/s/ Renee L. Wilm	 
	 	Name:	Renee L. Wilm	 
	 	Title:	Chief Legal Officer and Chief Administrative Officer	 
	 	 
	 	 
	LIBERTY MEDIA CORPORATION	 
	 	 
	By:	/s/ Craig Troyer	 
	 	Name:	Craig Troyer	 
	 	Title:	Senior Vice President and Assistant Secretary	 




 


[Signature Page to Facilities Sharing Agreement]