Exhibit 10.1

Execution Version

EXCHANGE AGREEMENT

This Exchange Agreement (this “Agreement”) is made and entered into as of July 28, 2021, by and among John C. Malone (“Dr. Malone”), the John C. Malone 1995 Revocable Trust U/A DTD 3/6/1995 (the “Trust”) and Liberty Media Corporation, a Delaware corporation (the “Company”).

RECITALS

WHEREAS, as of June 30, 2021, Dr. Malone beneficially owns shares of Common Stock constituting approximately 48.6% of the outstanding voting power of the Company and approximately 47.5%, 47.6% and 49.0% of the outstanding voting power of the Braves Group, the Formula One Group and the Sirius XM Group, respectively; and

WHEREAS, the Company and Dr. Malone have agreed to enter into the arrangements contemplated by this Agreement in light of, among other things, the fact that the Malone Voting Power in reference to each Group and the Company could become a majority.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.             Definitions.

“Accretive Event Notice” has the meaning set forth in Section 3(a).

“Accretive Event” means, with respect to the Voting Securities of a Group, any event resulting in (i) the decrease of the Outstanding Votes of such Group, whether by repurchase, redemption, conversion of the Voting Securities of such Group (including any conversion of shares of Series B Common Stock of such Group into shares of Series A Common Stock of such Group) or otherwise or (ii) Dr. Malone’s beneficial ownership of Voting Securities of such Group increasing (excluding through a Voting Power Exchange), in either case, without duplication and immediately following which, and after taking into account any concurrent or substantially concurrent other event resulting in (a) the effects described in clauses (i) or (ii) above, (b) the effects described in clause (i) or (ii) of the definition of Dilutive Event or (c) a Fundamental Event, the Malone Voting Power with respect to such Group would be greater than 0.5% plus the Target Voting Power.

“Action” means any claim, audit, action, suit, proceeding, arbitration, mediation or investigation by or before any Governmental Authority.

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such specified Person, for so long as such Person remains so affiliated to the specified Person. For purposes of this definition, and for the avoidance of doubt, natural persons shall not be deemed to be Affiliates of each other.

“Agreement” has the meaning set forth in the preamble.

“Available Series B Shares” means, with respect to a Group, at the time of any determination thereof, a number of shares of Series B Common Stock of such Group equal to (x) the aggregate number of Reverse Exchange Shares of such Group delivered to the Company at any one or more Reverse Exchange Closings occurring prior to such time of determination, minus (y) the aggregate number of shares of Series B Common Stock of such Group delivered to Dr. Malone or the Trust at any one or more prior Dilutive Event Exchange Closings, Fundamental Event Exchange Closings, or Voting Power Exchange Closings occurring prior to such time of determination. For the avoidance of doubt, there are no Available Series B Shares of any Group as of the date of this Agreement.

“beneficial owner”, “beneficial ownership” and “beneficially owns” have the meanings given to such terms in Rule 13d-3 under the Exchange Act, and beneficial ownership of capital stock or any other equity security which is then entitled to vote generally in the election of directors shall be calculated in accordance with the provisions of such Rule; provided, however, that, for purposes of determining beneficial ownership, (a) in respect of Dr. Malone or any Proposed Transferee, such Person shall be deemed to be the beneficial owner of any Equity which may be acquired by such Person (disregarding any conditions or 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 securities, (b) notwithstanding clause (a), none of Dr. Malone or any Proposed Transferee shall be deemed to beneficially own any Available Series B Shares unless and until Dr. Malone or such Proposed Transferee, as applicable, acquires such shares at an Exchange Closing pursuant to the terms of this Agreement, and Dr. Malone will cease to beneficially own any shares of Series B Common Stock upon delivery of such shares to the Company at any Reverse Exchange Closing, (c) notwithstanding clause (a), Dr. Malone shall not be deemed to beneficially own any shares of Series A Common Stock into which any shares of Series B Common Stock beneficially owned by Dr. Malone may be converted pursuant to the Company Charter, (d) Dr. Malone shall not be deemed to beneficially own any Equity solely as a result of Dr. Malone’s execution of this Agreement or Dr. Malone’s filing of any reports, forms or schedules with the SEC or other Governmental Authority in connection with any of the matters contemplated hereby, (e) Dr. Malone and any Proposed Transferee shall be deemed, respectively, to beneficially own any Voting Securities beneficially owned by any respective Controlled Affiliate of such Person, and (f) notwithstanding clause (b) above, a Proposed Transferee shall be deemed to beneficially own, any Available Series B Shares that would be the subject of any Successor Exchange Agreement.

“Board” means the board of directors of the Company.

“Braves Group” shall have the meaning ascribed thereto in the Company Charter as of the date of determination.

“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.

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

“Common Stock” means any or all Common Stock of the Company designated as such in the Company Charter.

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

“Company Bylaws” means the Bylaws of the Company, as amended from time to time.

“Company Charter” means the Restated Certificate of Incorporation of the Company, as amended from time to time.

“Company Exchange Shares” means (i) any shares of Series C Common Stock issued and/or delivered in a Reverse Exchange and (ii) any Available Series B Shares issued and/or delivered in a Dilutive Event Exchange, Fundamental Event Exchange or Voting Power Exchange.

“Company Rescission Shares” shall have the meaning set forth in Section 6(b).

“Competition Law” means any Law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or lessening of competition through merger or acquisition or restraint of trade.

“Controlled Affiliate” means with respect to any Person, any other Person (other than an individual) controlled by such Person. For the purpose of this definition, the term “control” (including, with a correlative meaning, the term “controlled by”), as used with respect to any Person, means (i) beneficial ownership, directly or indirectly, of securities of any Person that represent more than 50% of the vote in the election of directors (or equivalent), (ii) otherwise being entitled to nominate or designate, directly or indirectly, a majority of the directors (or equivalent) or (iii) in the case of a limited partnership or limited liability company, being a general partner or managing member and having the power to direct the policies, management and affairs of such entity.

“Delaware Courts” has the meaning set forth in Section 15.

“Dilutive Event” means, with respect to the Voting Securities of a Group, any event resulting in (i) the increase of the Outstanding Votes of such Group, whether upon the exercise of stock options, conversion of any convertible security, issuance of capital stock or otherwise, or (ii) Dr. Malone’s beneficial ownership of Voting Securities of such Group decreasing, immediately following which, and after taking into account any concurrent or substantially concurrent other event resulting in (a) the effects described in clauses (i) or (ii) above, (b) the effects described in clauses (i) or (ii) of the definition of Accretive Event, or (c) a Fundamental Event, the Malone Voting Power in respect of such Group would be less than the Target Voting Power minus 0.5%.

“Dilutive Event Exchange” has the meaning set forth in Section 2(d)(iii).

“Dilutive Event Exchange Closing” has the meaning set forth in Section 2(b).

“Dilutive Event Notice” has the meaning set forth in Section 2(a).

“Dr. Malone” has the meaning set forth in the preamble.

“Encumbrance” means any mortgage, deed of trust, lien (statutory or otherwise), pledge, hypothecation, charge, title retention device, restriction, covenant, title defect, assignment, adverse claim, encumbrance, option, right of first refusal or first offer, preemptive right or security interest of any kind or nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset).

“Equity” means any and all shares of capital stock and securities issuable upon the conversion, exercise or exchange of securities.

“Exchange” means a Dilutive Event Exchange, a Reverse Exchange, a Voting Power Exchange, or a Fundamental Event Exchange.

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

“Exchange Closing” means a Dilutive Event Exchange Closing, a Reverse Exchange Closing, a Fundamental Event Exchange Closing or a Voting Power Exchange Closing.

“Exchange Event” means a Dilutive Event, an Accretive Event or a Fundamental Event.

“Family Member” means a descendant of a parent of either John C. Malone or Leslie A. Malone, or any trust whose sole beneficiaries are one or more descendants of a parent of either John C. Malone or Leslie A. Malone and, in the case of a charitable remainder trust, a charitable beneficiary.

“Formula One Group” shall have the meaning ascribed thereto in the Company Charter as of the date of determination.

“Fundamental Event” means any combination, consolidation, merger, exchange offer, split-off, spin-off, rights offering or dividend, in each case, as a result of which holders of Series B Common Stock of one or more Groups are entitled to receive securities of the Company, securities of another Person, property or cash, or a combination thereof.

“Fundamental Event Exchange” has the meaning set forth in Section 4(a)(ii).

“Fundamental Event Exchange Closing” has the meaning set forth in Section 4(a)(ii).

“Governmental Authority” means any supranational, national, federal, state, county, local or municipal government, or other political subdivision thereof, or any court, tribunal or arbitral body and any entity exercising executive, legislative, judicial, regulatory, taxing, administrative, prosecutorial or arbitral functions of or pertaining to government, domestic or foreign; provided, that such term shall not include any stock exchange or listing company.

“Group” means, as applicable, the Sirius XM Group, the Braves Group or the Formula One Group, or any other tracking stock group that may be created from time to time after the date hereof which is intended to track the performance of a specified group of assets and businesses of the Company. For the avoidance of doubt, in the event the Company Charter is amended to eliminate the tracking stock capitalization structure of the Company, the term “Group” shall refer to the Company.

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

“Independent Director” means a member of the Board who (i) qualifies as an “Independent Director” as defined in the NASDAQ Marketplace Rules or who qualifies as “independent” under the applicable rules and regulations of any other national securities exchange on which the Common Stock is publicly traded on or after the date hereof and (ii) is independent for purposes of Delaware law (as determined in good faith by the Board) from Dr. Malone and, in connection with approval of a Successor Exchange Agreement, from any counterparties thereto.

“Law” means all foreign, federal, state, provincial, local or municipal laws (including common law), statutes, ordinances, regulations and rules of any Governmental Authority, and all Orders.

“Malone Rescission Shares” shall have the meaning set forth in Section 6(b).

“Malone Series C Exchangeable Shares” means, with respect to any Group, and at the time of any determination thereof, a number of shares of Series C Common Stock of such Group equal to the number of Available Series B Shares of such Group at such time.

“Malone Voting Power” means, at the time of any determination thereof, (i) when used in reference to a particular Group, the aggregate voting power of the Voting Securities of such Group with respect to which Dr. Malone has beneficial ownership as a percentage of the voting power of all outstanding Voting Securities of such Group and (ii) when used in reference to the Company, the aggregate voting power of the Voting Securities of the Company with respect to which Dr. Malone has beneficial ownership as a percentage of the voting power of all outstanding Voting Securities of the Company.

“Maximum Amount” has the meaning set forth in Section 5(a).

“Order” means any judgment, order, writ, award, preliminary or permanent injunction or decree of any Governmental Authority.

“Other Voting Securities” has the meaning set forth in Section 5(a).

“Outstanding Votes” means, at the time of any determination thereof, and in respect of any Group, the total number of votes that may be cast by the holders of the outstanding Voting Securities of such Group in their capacity as such at any meeting of stockholders of the Company at which matters generally voted on by the holders of Voting Securities are to be considered.

“Permitted Encumbrance” means (i) any Encumbrance under this Agreement (including, without limitation, pursuant to Section 6 hereof), and (ii) any restrictions on Transfer arising under securities Laws of general applicability.

“Person” means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Authority or any group comprised of two (2) or more of the foregoing.

“Proposed Transferee” means any Family Member or group of Family Members (as group is used in Section 13(d) under the Exchange Act) to whom Dr. Malone (or his executors, administrators or testamentary trustees) or the Trust proposes to Transfer (or does Transfer) Voting Securities.

“Rescission” has the meaning set forth in Section 6(a).

“Rescission Exchange” has the meaning set forth in Section 9.

“Reverse Exchange” has the meaning set forth in Section 3(c)(iii).

“Reverse Exchange Closing” has the meaning set forth in Section 3(b).

“Reverse Exchange Shares” has the meaning set forth in Section 3(c)(i).

“SEC” means the United States Securities and Exchange Commission.

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

“Series A Common Stock” means (i) the series of Common Stock designated as “Series A Liberty Sirius XM Common Stock” in the Company Charter, (ii) the series of Common Stock designated as “Series A Liberty Braves Common Stock” in the Company Charter, (iii) the series of Common Stock designated as “Series A Liberty Formula One Common Stock” in the Company Charter and (iv) any other series of voting Common Stock created after the date hereof in respect of a newly created Group the holders of which are generally entitled to the lowest positive number of votes per share for series of Common Stock with respect to such Group in matters submitted to the stockholders of the Company for a vote.

“Series B Common Stock” means (i) the series of Common Stock designated as “Series B Liberty Sirius XM Common Stock” in the Company Charter, (ii) the series of Common Stock designated as “Series B Liberty Braves Common Stock” in the Company Charter, (iii) the series of Common Stock designated as “Series B Liberty Formula One Common Stock” in the Company Charter and (iv) any other series of voting Common Stock created after the date hereof in respect of a newly created Group the holders of which are generally entitled to the highest number of votes per share for series of Common Stock with respect to such Group in matters submitted to the stockholders of the Company for a vote.

“Series C Common Stock” means (i) the series of Common Stock designated as “Series C Liberty Sirius XM Common Stock” in the Company Charter, (ii) the series of Common Stock designated as “Series C Liberty Braves Common Stock” in the Company Charter, (iii) the series of Common Stock designated as “Series C Liberty Formula One Common Stock” in the Company Charter and (iv) any other series of nonvoting Common Stock created after the date hereof in respect of a newly created Group.

“Sirius XM Group” shall have the meaning ascribed thereto in the Company Charter as of the date of determination.

“Special Committee” means any committee of the Board consisting solely of Independent Directors.

“Successor Exchange Agreement” means an exchange agreement between the Company and one or more Proposed Transferees, in substantially the form of this Agreement (as determined in good faith by a Special Committee or a majority of the Independent Directors) with such modifications as are reasonably necessary such that if, as of the time of execution of such exchange agreement, such Proposed Transferee’s beneficial ownership of any Group as a percentage of the voting power of all outstanding Voting Securities of such Group is (or would be, after taking into account the proposed Transfer) greater than the Target Voting Power, such Person agrees to transfer shares of Series B Common Stock of such Group to the Company in exchange for shares of Series C Common Stock of such Group on a one to one basis so that such Person’s beneficial ownership of shares of such Group as a percentage of the voting power of all outstanding Voting Securities of such Group does not exceed by more than 0.5% the Target Voting Power of such Group; provided that such transfer requirement may be satisfied, with respect to any Available Series B Shares subject of such Successor Exchange Agreement, by execution of such Successor Exchange Agreement.

“Surviving Company” means the entity whose securities are received by Dr. Malone or the Trust in a Fundamental Event.

“Target Voting Power” means 49.0%.

“Tax” or “Taxes” means (a) any and all federal, state, local and foreign taxes and other assessments, governmental charges, duties, fees, levies and liabilities in the nature of a tax, including gross receipts, income, profits, sales, use, occupation, value added, ad valorem, transfer, franchise, withholding, payroll, recapture, escheat, employment, excise and property taxes and (b) all interest, penalties and additions imposed with respect to such amounts in clause (a).

“Tax Return” means a report, return, certificate, form or similar statement or document, including any amendment thereof or any attachment thereto, supplied to or filed with or required to be supplied to or filed with a Governmental Authority in connection with the determination, assessment or collection of any Tax, including an information return, claim for refund, amended return or declaration of estimated Tax.

“Transfer” means a sale, transfer or disposition of beneficial ownership, directly or indirectly, whether by operation of law or otherwise; provided, however, the granting of any proxy or the agreement to vote any Voting Securities, in each case in connection with a Fundamental Event, will not be deemed a Transfer of beneficial ownership of the underlying shares.

“Trust” has the meaning set forth in the preamble.

“Voting Power Demand” has the meaning set forth in Section 5(a).

“Voting Power Exchange” has the meaning set forth in Section 5(c)(iii).

“Voting Power Exchange Closing” has the meaning set forth in Section 5(b).

“Voting Securities” shall (i) with respect to the Company, have the meaning set forth in the Company Charter, together with any shares of a new class or series of capital stock of the Company issued after the date hereof which by the terms of any amendment to the Company Charter (including through the effectiveness of a Preferred Stock Designation (as defined in the Company Charter)) is designated as a Voting Security and (ii) with respect to a Surviving Company, mean stock of any class or series entitled to vote generally in the election of directors (or, with respect to any entity that is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity).

2.             Exchange Upon Dilutive Events.

3.             Reverse Exchange Upon Accretive Events.

4.             Exchange Upon Fundamental Events.

5.             Voting Power Exchange.

if to Dr. Malone or the Trust, to:

John C. Malone
c/o Liberty Media Corporation
12300 Liberty Boulevard
Englewood, CO 80112
E-Mail: [Separately provided]

with a copy (which shall not constitute notice) to:

Sherman & Howard L.L.C.
633 Seventeenth Street

Suite 3000

Denver, CO 80202

if to the Company, to:

Liberty Media Corporation

12300 Liberty Boulevard

Englewood, CO 80112

Attention: [Separately provided]

Email: [Separately provided]

with a copy (which shall not constitute notice) to:

Baker Botts L.L.P.

2001 Ross Avenue

Suite 900

Dallas, Texas 75201

Attention: Samantha Crispin

Email: [Separately provided]

[Signature Page Follows]

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