50,000,000 Units Liberty Media Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • January 26th, 2021 • Liberty Media Acquisition Corp • Blank checks • New York
Each unit (the “Unit(s)”) consists of one share of the Company’s Series A common stock, par value $0.0001 per share (the “Series A Common Stock”), and one-fifth of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Series A Common Stock (the “Warrant(s)”). The Series A Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (the “Detachment Date”) (unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) if the Detachment Date is
LIBERTY MEDIA ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of January 21, 2021Warrant Agreement • January 26th, 2021 • Liberty Media Acquisition Corp • Blank checks • Delaware
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 21, 2021, is by and between Liberty Media Acquisition Corporation, a Delaware corporation (the “Company”), Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 26th, 2021 • Liberty Media Acquisition Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Liberty Media Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of January 21, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • January 26th, 2021 • Liberty Media Acquisition Corp • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of January 21, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Liberty Media Acquisition Corporation, a Delaware corporation (the “Company”), and Liberty Media Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • January 26th, 2021 • Liberty Media Acquisition Corp • Blank checks • Delaware
This Forward Purchase Agreement (this “Agreement”) is entered into as of January 21, 2021, between Liberty Media Acquisition Corporation, a Delaware corporation (the “Company”), and Liberty Media Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”).
Liberty Media Acquisition Corporation 12300 Liberty Boulevard Englewood, Colorado 80112Letter Agreement • January 26th, 2021 • Liberty Media Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Liberty Media Acquisition Corporation, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as the representatives of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 57,500,000 of the Company’s units (including up to 7,500,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Series A common stock of the Company, par value $0.0001 per share (“Series A Common Stock”), and one-fifth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Ser
Investor Rights Agreement Dated as of January 21, 2021 by and among Liberty Media Acquisition Corporation, Liberty Media Acquisition Sponsor LLC and Liberty Media CorporationInvestor Rights Agreement • January 26th, 2021 • Liberty Media Acquisition Corp • Blank checks • Delaware
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”).
SERVICES AGREEMENTServices Agreement • January 26th, 2021 • Liberty Media Acquisition Corp • Blank checks • Colorado
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”).
LIBERTY PROPERTY HOLDINGS, INC. 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112Liberty Media Acquisition Corp • January 26th, 2021 • Blank checks • Colorado
Liberty Media Acquisition Corporation, a Delaware corporation (“LMAC”), will shortly consummate its initial public offering (the “IPO”).
