Exhibit 10.1

Execution Version

Shareholders’ agreement

between

LIBERTAD ESPECIA, S.L.U.

and

the managers

relating to

DORNA SPORTS, S.L.

and its subsidiaries

March 29, 2024

THIS AGREEMENT is entered into on March 29, 2024

BY AND BETWEEN

Bidco is represented by Mr Gregory Ben Maffei, of legal age, with US nationality, with professional domicile at 12300 Liberty Blvd, Englewood, Colorado, United States of America, and holder of the Foreigner Identification Number (NIE) Z1820235-C, in force, who acts in his capacity as Sole Director of Bidco, according to deed granted before the Spanish Notary, Ms. Cristina Caballería Martel (substituting Mr. Juan Aznar de la Haza), on 22 March 2024, under the number 1,646 of his official records.

WHEREAS

In accordance with the foregoing, the parties hereto enter into this agreement (the “Agreement” or “SHA”) which will be governed by the following:

CLAUSES

“20-Day VWAP” means the average of the daily volume weighted average sales price per share of the Reference Stock on the primary stock exchange on which the Reference Stock trades, as such daily volume weighted average sales price per share is displayed under the heading “Bloomberg VWAP”, rounded to four decimal places, in respect of the period from the scheduled opening of trading until the scheduled close of trading of the primary trading session and determined without regard to after-hours trading or any other trading outside the regular trading session trading hours, for each of the 20 consecutive Trading Days ending on a specified date.

“ABC Policies and Procedures” means the policies, systems, controls and procedures set out in (i) the Dorna Corporate Compliance Guide adopted by the Board of Directors of Dorna on May 17, 2016, together with its Annexes and Appendices; (ii) the following dated May 11, 2023: (a) Code of Ethics (b) Anti-corruption Policy; (c) Internal Information System Policy; (d) Procedure for the Management of Communications Received; (e) Health, Safety and Wellness Policy; (f) Policy on Respect for Human Rights; (g) Policy for the Prevention of Money Laundering and of Terrorist Financing; and (h) Due Diligence Procedures in Relationships with Third Parties; (iii) the following dated December 11, 2019: (a) Corporate Defense Procedure; and (b) Operating Protocol for the Control Body and dealings with the Board of Directors; and (iv) the Sustainable Development Policy ISO 20121 dated March 24, 2022;

“Acquisition” means the acquisition by Bidco of a majority stake in the share capital of the Company.

“Act” means the Legislative Royal Decree 1/2010 of July 2^nd enacting the consolidated text of the Capital Companies Act;

“Adjusted OIBDA” means, with respect to any entity during a period of time and determined in accordance with GAAP (applied in a manner consistent with Liberty Parent’s then most recent year-end financial statements) and as stated in Liberty Parent’s public reporting for the last full and complete four (4) fiscal quarters immediately prior to the Triggering Event (based on Liberty Parent’s fiscal quarters), such entity’s operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, restructuring, acquisition and impairment charges, for such period of time, and excluding customary one-time, irregular and non-recurring items during such period of time in a manner consistent with Liberty Parent’s public reporting of that metric from time to time.

“Annual Budget” means the annual budget of the Dorna Group, prepared and approved in accordance with clause 4.8;

“Anti-Embarrassment Payment” has the meaning given to it in clause 6.5.1(d);

“Approval” means the approval by the requisite holders of capital stock of Liberty Parent of the issuance of the applicable Consideration Shares in accordance with Rule 5635 of the listing rules of The Nasdaq Stock Market LLC;

“Articles” means the articles of association (estatutos sociales) of the Company, as amended from time to time in accordance with this Agreement;

“Auditors” means the auditors of the Company for the time being and from time to time;

“Bad Leaver” means a Leaver which is not a Good Leaver, a Forced Leaver, a Voluntary Leaver or a Competing Leaver; provided, that a Leaver can also be determined to be a Bad Leaver after first being designated a Good Leaver, a Forced Leaver, a Voluntary Leaver or a Competing Leaver if such Leaver, following becoming a Leaver, takes any action, or fails to take any action, that if taken or failed to be taken prior to becoming a Leaver would have resulted in such person being a Bad Leaver;

“Bad Leaver Excess” has the meaning given to it in clause 6.5.3(b);

“Bidco’s Call Option” has the meaning given to it in clause 6.6.4;

“Bidco’s Call Option Price” has the meaning given to it in clause 6.6.5;

“Bidco Directors” has the meaning given to it in clause 4.1.2;

“Bidco’s Proposed Fair Market Value” has the meaning given to it in clause 6.11.1(a);

“Board” means the board of directors (Consejo de Administración) of the Company for the time being and from time to time;

“Borrower” has the meaning given to it in the definition of Intragroup Financing;

“Business” means the business of the Dorna Group for the time being and from time to time;

“Business Day” means any day other than a Saturday, Sunday or public holiday in London, United Kingdom; New York, United States of America; Luxembourg; Rome, Italy or Madrid, Spain;

“Call Shortfall” has the meaning given to it in clause 6.5.1(f);

“Call Strike Price” means, in respect of a Share as of the applicable date of determination:

“Capitalization Table” has the meaning given to it in clause 3.3;

“Cessation Date” has the meaning given to it in clause 11.4.1;

“Company Cash” means all of the cash and cash equivalents held by the Company (on a consolidated basis), which shall (a) be calculated net of outstanding outbound checks, draws, ACH debits and wire transfers and (b) include inbound checks, draws, ACH credits and wire transfers deposited or available for deposits.

“Company Distribution Transaction” means any transaction or series of related transactions pursuant to which all or substantially all of the equity interests of (a) the Company held by Bidco (or its permitted transferees), (b) Bidco or (c) a newly formed holding company that, as its primary operating asset, directly or indirectly owns all of the equity interests of the Company beneficially owned by Liberty Parent or holds all of the equity interests of Bidco and, in each case, does not own any other material assets (other than cash) (“New Holdco”) are distributed (whether by redemption, dividend, exchange, splitoff, spinoff, share distribution, merger or otherwise) to all of the applicable Parent Company Holders, on a pro rata basis with respect to each such applicable class or series, or such equity interests of the Company, Bidco or New Holdco are made available to be acquired by the applicable Parent Company Holders (including through any rights offering, exchange offer, exercise of subscription rights or other offer made available to Parent Company Holders), on a pro rata basis with respect to each such class or series, whether voluntary or involuntary, which, in any such case, such equity securities of the Company, Bidco or New Holdco either become registered under Section 12(b) of the Securities Exchange Act of 1934, as amended and including all rules and regulations thereunder, or are listed and freely tradeable (except for restrictions on trading under applicable securities laws relating to the possession of material non-public information or such holder being an affiliate of the issuer thereof) on another exchange;

“Company Enterprise Value” means the product of (a) the Issuer OIBDA Trading Multiple, multiplied by (b) the Adjusted OIBDA of the Company for the last full and complete four (4) fiscal quarters immediately prior to the Triggering Event (with such fiscal quarters aligning with Liberty Parent’s fiscal quarters).

“Company Equity Value” means the result of:

“Company IPO” has the meaning given to it in the definition of Exit;

“Company Per Share Equity Value” means the result of:

“Company Recapitalization” has the meaning given to it in the definition of Solvent Reorganisation;

“Company Sale” has the meaning given to it in the definition of Exit;

“Competing Leaver” means a Top Manager who has become a Leaver by reason or in consequence of a breach of any of the undertakings, obligations or restrictions contained in clauses 11.3 or 11.4;

“Confidential Information” means all information (whether oral or recorded in any medium) relating to any Group Company’s business, financial or other affairs (including future plans of any Group Company), including any information relating to any Group Company provided pursuant to or in connection with this Agreement;

“Conflicted Party” has the meaning given to it in clause 4.5.1;

“Consideration Shares” means the total number of shares of Reference Stock to be issued and allotted to the applicable Manager(s) in accordance with this Agreement, calculated by dividing the U.S. Dollar amount (using, in the event any consideration is not in U.S. Dollars, the Dollar Exchange Rate in effect on the date that is three (3) Business Days prior to the completion of the particular event or transaction) to which such Manager(s) are entitled to receive in accordance with this Agreement in connection with (i) an exercised Leaver Call Option, (ii) an exercised Leaver Put Option, (iii) any Anti-Embarrassment Payment, (iv) Managers’ Put Option or (v) Bidco’s Call Option, as applicable, by the 20-Day VWAP ending on the date that is three (3) Trading Days prior to the issuance of such Consideration Shares. It is agreed that, in any event, the Consideration Shares must be listed shares or shares traded on an exchange;

“Control” means, in relation to an undertaking (a) the power to direct the exercise of a majority of the voting rights capable of being exercised at a general shareholders’ meeting of that undertaking; (b) the right to appoint and remove, or cause the appointment or removal of, a majority of the board members (or corresponding officers) of that undertaking, by contract or otherwise; or (c) the right to exercise a dominant influence over that undertaking by virtue of provisions contained in its constitutional documents or under a control contract (including “co-investment arrangements” or “managed accounts” or any similar scheme where the management of an investment rests with the transferor) or otherwise, in each case either directly or indirectly, and “Controlled” and “Controlling” shall be construed accordingly;

“Director” means a Bidco Director or a Management Director, as the case may require, and “Directors” shall be construed accordingly;

“Distribution Transaction” means any transaction or series of related transactions pursuant to which the equity interests of an entity holding, directly or indirectly, all or substantially all the stock of the Company beneficially owned by Liberty Parent (the “Distribution Transferee”) are distributed (whether by redemption, dividend, exchange, splitoff, spinoff, share distribution, merger or otherwise) to all the holders of one or more classes or series of the capital stock of the Liberty Parent (all the holders of one or more such classes or series, “Parent Company Holders”), on a pro rata basis with respect to each such class or series, or such equity interests of the Distribution Transferee are made available to be acquired by Parent Company Holders (including through any rights offering, exchange offer, exercise of subscription rights or other offer made available to Parent Company Holders), on a pro rata basis with respect to each such class or series, whether voluntary or involuntary. Upon the consummation of a Distribution Transaction, the Distribution Transferee will be automatically substituted for Liberty Parent without the need for any further action, and Liberty Parent will be released from any obligations, and no longer be entitled to any benefits, under this Agreement;

“Distribution Transferee” has the meaning given to it in the definition of Distribution Transaction;

“Dorna Group” means the Company and its Subsidiaries;

“Dollar Exchange Rate” means with respect to a particular currency for a particular day, the closing mid-point spot rate of exchange for that currency into U.S. Dollars on such date as published in the London edition of the Financial Times first published thereafter or, where no such rate is published in respect of that currency for such date, at the rate quoted by Bloomberg as at the close of business in London as at such date;

“Drag-Along Right” has the meaning given to it in clause 6.3.4;

“Drag Call Option” has the meaning given to it in clause 6.7;

“Economic Shareholding” means a shareholder’s percentage shareholding based on their economic interest in a company, being calculated by:

A x (B/C)

where:

A = the percentage of economic interest attributed to the relevant class of shares held by that shareholder in the articles of association of the relevant company;

B = the number of shares in that class held by the relevant shareholder; and

C = the number of shares of that class,

save that where a shareholder holds shares of more than one class, its Economic Shareholding shall be the aggregate of the above calculation as applied separately to the shareholder’s holding of shares of each class;

“Effective Date” has the meaning given to it in clause 2.3.

“Eligible Mortis Causa Shareholders” has the meaning given to it in clause 6.9.1(a);

“Eligible Shareholders” has the meaning given to it in clause 6.2.6;

“Encumbrance” means a mortgage (hipoteca), charge, pledge (prenda), lien, option, restriction, right of first refusal (derecho de adquisición preferente), right of pre-emption (derecho de preferencia), third-party right or interest, other encumbrance or security interest of any kind or another type of preferential arrangement (including a title transfer or retention arrangement) having similar effect;

“Euro Exchange Rate” means with respect to U.S. Dollars for a particular day, the closing mid-point spot rate of exchange for U.S. Dollars into Euros on such date as published in the London edition of the Financial Times first published thereafter or, where no such rate is published in respect of that currency for such date, at the rate quoted by Bloomberg as at the close of business in London as at such date;

“Excluded Transaction” has the meaning given to it in the definition of Exit;

“Existing Facilities Agreement” means the senior facilities agreement dated 2 March 2022 (as amended and/or amended and restated or otherwise modified from time to time) between, among others, the Company and BNP Paribas S.A. as agent and security agent;

“Exit” means (i) any proposed sale, transfer, exchange or any other form of disposal by means of which (A) Bidco (or the company that succeeds it in the direct ownership of the Company’s shares after the Merger) agrees to directly transfer, to a third party which is not a connected person or a related party, by means of a single transaction or through a succession of related transactions the totality of the share capital of the Company held by it (other than a Company Distribution Transaction) (a “Company Sale”) or (B) the shareholder(s) of Bidco or New Holdco agree to directly transfer, to a third party which is not a connected person or a related party, by means of a single transaction or through a succession of related transactions the totality of the share capital of Bidco or New Holdco held by such shareholder(s) (a “Bidco Sale”), (ii) an initial public offering or a direct listing in a regulated stock exchange of the equity securities of the Company (a “Company IPO”) or (iii) a Company Distribution Transaction, provided, however, that an Exit shall not include (a) any transfers of any share capital of Bidco, New Holdco or the Company to one or more subsidiaries Controlled by Liberty Parent, provided that, with respect to a transfer of the share capital of the Company, such subsidiaries (A) must have a creditworthiness similar to (or greater than) that of Bidco or New Holdco, as applicable, at the time and (B) accede to this Agreement (assuming Bidco’s rights and obligations with respect to such shares) (and provided further that any subsequent loss of Control over the subsidiary shall be deemed an Exit if the other requirements of this definition are satisfied and no other exclusion applies), (b) any change in Control of Liberty Parent, (c) any transfers of shares of capital stock of Liberty Parent, (d) any Distribution Transaction (other than a Company Distribution Transaction), (e) a Solvent Reorganisation of Liberty Parent or the Company Recapitalization, (f) the Merger, (g) any change in attribution of any assets or liabilities, including share capital of the Company, from one tracking stock group of Liberty Parent to another tracking stock group of Liberty Parent (provided that such a change will not result in Liberty Parent ceasing to be the ultimate parent company of the Company), (h) any conversion, exchange or other similar transaction of any tracking stocks of Liberty Parent to another tracking stock or other capital stock of Liberty Parent (provided that such a change will not result in Liberty Parent ceasing to be the ultimate parent company of the Company), or (i) any share distribution or share dividend on any tracking stock or capital stock of Liberty Parent (other than a Company Distribution Transaction) (each, an “Excluded Transaction”);

“Fair Market Value” has the meaning given to it in clause 6.11.1(j);

“FIM” has the meaning given to it in clause 4.4.2(f);

“Finance Documents” means (i) the senior facilities agreement entered into on March 2, 2022 by, amongst others, the Company, certain finance parties and BNP Paribas, S.A., as agent and security agent to the finance parties for the provision of senior debt and other facilities (as amended and restated from time to time) and any associated security documents and ancillary documents including any intercreditor agreement referred to therein (in each case, as amended, supplemented, novated or replaced from time to time), and (ii) any facility, financing, hedging or similar agreements, and all security and ancillary documents related thereto, which have been entered into by the Company or any Group Company prior to the Acquisition as well as those to be entered into as a consequence of or in connection with the Acquisition;

“FMV Cure Period” has the meaning given to it in clause 6.11.1(a);

“FMV Failure Notice” has the meaning given to it in clause 6.11.1(a);

“Forced Leaver” means a Manager which has become a Leaver by reason or in consequence of the termination without cause by the relevant Group Company of such Manager’s employment contract (despido improcedente) or services agreement;

“Formula 1” means Formula One World Championship Limited;

“Formula One Group” means the tracking stock group of Liberty Parent known as the Formula One Group, as such tracking stock group may be renamed from time to time;

“GAAP” means U.S. generally accepted accounting principles;

“General Meeting” means the general shareholders’ meeting (Junta General) of the Company for the time being and from time to time;

“Good Leaver” means a Manager which has become a Leaver:

provided, however, that if any Manager becomes a Leaver under clause (b) above during the first two (2) years as from the Effective Date, such Leaver shall be deemed a Voluntary Leaver for all purposes under this Agreement;

“Group Company” means a company belonging to the Dorna Group for the time being and from time to time;

“Heirs” has the meaning given to it in clause 6.11.1(a);

“Independent Expert” has the meaning given to it in clause 6.11.1(e);

“Information” has the meaning given to it in clause 6.12.3;

“Initial Shares” has the meaning given to it in clause 6.6.1(a);

“Insolvency Event” means, in respect of any Shareholder, the compulsory or voluntary application for insolvency proceedings (situación concursal) or other similar relief against a Shareholder’s creditors; or the execution, sequestration or other similar process being levied or enforced over the whole or any substantial part of any Shareholder’s undertaking, property or assets; or an administrator, receiver, trustee, liquidator or equivalent public officer being appointed over the whole or any substantial part of any Shareholder’s undertaking, property or assets; or a petition being presented or an order being made or a resolution being passed for the winding up of any Shareholder;

“Issuer” means (a) if the operating assets attributed to the Formula One Group (or such other tracking stock group of Liberty Parent to which the Company is attributed) primarily consist of Formula 1 and the Company, the tracking stock group of Liberty Parent to which the Company is attributed, or (b) if Liberty Parent does not have a tracking stock structure and the operating assets of Liberty Parent primarily consist of Formula 1 and the Company, Liberty Parent;

“Issuer Cash” means all of the cash and cash equivalents attributed to or held by, as applicable, the Issuer, which shall (a) be calculated net of outstanding outbound checks, draws, ACH debits and wire transfers and (b) include inbound checks, draws, ACH credits and wire transfers deposited or available for deposits;

“Issuer OIBDA Trading Multiple” means the result of (a) the Issuer Total Enterprise Value divided by (b) the Adjusted OIBDA of the Issuer for the last full and complete four (4) fiscal quarters immediately prior to the Triggering Event (with such fiscal quarters aligning with Liberty Parent’s fiscal quarters);

“Issuer Total Enterprise Value” means the result of:

“Intragroup Financing” means a financing facility agreement, promissory note or other debt instrument, as determined by Bidco, to be entered into between the Company and/or its Subsidiaries (as determined by Bidco), as a lender (the “Lender”), and one or more companies attributed to the Formula One Group (or any other company controlled by Liberty Parent, including without limitation Bidco) (as determined by Bidco), as a borrower (the “Borrower”), whereby the Borrower shall borrow from the Lender, and the Lender will lend to the Borrower, cash in an amount as determined by Bidco; provided, that such financing facility agreement, promissory note or other debt instrument (a) would not result (at the time it is granted) in the Company’s pro forma Consolidated Net Senior Secured Leverage Ratio (as defined in the Existing Facilities Agreement) exceeding 5.50:1.00; (b) shall have an interest rate generally consistent with the interest rate of any third party debt of the Lender as of the time entered into (if the Lender has any third party debt as of such time, and if it does not, at a reasonable rate as determined by Bidco); (c) shall not contravene the applicable prohibited financial assistance regulations under Spanish law in force at such time and (d) shall not require any payment of interest more frequently than annually (unless otherwise agreed by the Borrower).

“Leaver” has the meaning given to it in clause 6.5.1(a);

“Leaver Call Option” has the meaning given to it in clause 6.5.1(b);

“Leaver Call Option Notice” has the meaning given to it in clause 6.5.1(b);

“Leaver Put Option” has the meaning given to it in clause 6.5.2(b);

“Leaver Put Option Notice” has the meaning given to it in clause 6.5.2(b);

“Lender” has the meaning given to it in the definition of Intragroup Financing;

“Liberty” means Liberty Media Corporation, a Delaware corporation whose principal offices are at 12300 Liberty Boulevard, Englewood, Colorado 80112, USA; “Liberty Entity” means each entity within Liberty’s Group;

“Liberty Parent” means, initially, Liberty, and following (a) each Distribution Transaction of Liberty, shall mean the Distribution Transferee in such Distribution Transaction, and (b) each Solvent Reorganisation of Liberty, the successor entity, or if such successor entity is not the publicly traded parent, the new publicly traded parent that issues shares in any such transaction or series of related transactions, in each case, from time to time;

“Liberty Permitted Pledge” has the meaning given to it in the definition of Permitted Transfer;

“Liberty Transfer Shares” has the meaning given to it in clause 6.2.9;

“Management Director” has the meaning given to it in clause 4.1.2(b);

“Management Percentage Threshold” has the meaning given to it in clause 4.1.3;

“Manager Holding Company” means any company Controlled by the relevant Manager and where the relevant Manager owns at least 51% of the share capital and the remaining shareholders are the spouse (or person with a similar relationship of affection) or children of the relevant Manager; it being understood that Jerinovel, S.L. shall be deemed a Manager Holding Company of Mr. Carmelo Ezpeleta Peidro;

“Managers’ Proposed Fair Market Value” has the meaning given to it in clause 6.11.1(c);

“Managers’ Put Option” has the meaning given to it in clause 6.6.2;

“Managers’ Put Option Price” has the meaning given to it in clause 6.6.5;

“Managers’ Relevant Percentage” means, as of any particular time, a fraction (expressed as a percentage) (a) the numerator of which is the aggregate number of Shares held by the Managers, the Manager Holding Companies and any other entity affiliated with any such Managers as of such particular time and (b) the denominator of which is the aggregate number of Shares held by the Managers, the Manager Holding Companies and any other entity affiliated with any such Managers as of immediately following the Completion.

“Managers’ Representative” means Mr. Enrique Aldama Orozco, of legal age, married, with domicile in Madrid, calle Príncipe de Vergara, 183, and tax identification number 7211622-H, subject to clause 22.3.2;

“Managers’ Tag-Along Right” has the meaning given to it in clause 6.2.9;

“Managing Director” has the meaning given to it in clause 4.6.2;

“Material Contract” has the meaning given to it in clause 4.4.2(g);

“Merger” means the absorption of Bidco by the Company, to be completed in accordance with clause 13.1;

“MIP” has the meaning given to it in clause 4.11;

“Mortis Causa Pre-Emption Notice” has the meaning given to it in clause 6.9.1(c);

“Mortis Causa Pre-Emption Shareholder” has the meaning given to it in clause 6.9.1(d)(ii);

“Mortis Causa Preferential Notice” has the meaning given to it in clause 6.9.3;

“Mortis Causa Put Option” has the meaning given to it in clause 6.9.4;

“Mortis Causa Transfer Notice” has the meaning given to it in clause 6.9.1(a);

“Mortis Causa Trigger Date” has the meaning given to it in clause 6.9.1(a);

“New Holdco” has the meaning given to it in the definition of Company Distribution Transaction;

“Non-Delegated Matters” has the meaning given to it in clause 4.6.3;

“Notice” has the meaning given to it in clause 22.1;

“Option” means any of the Leaver Call Option, the Leaver Put Option, the Managers’ Put Option and/or Bidco’s Call Option;

“Parent Company Holders” has the meaning given to it in the definition of Distribution Transaction;

“Payor” has the meaning given to it in clause 6.13;

“Permitted Encumbrance” means the deed of pledge over shares of the Company executed on March 31, 2022, before the Spanish Notary Public of Madrid Mr. Fernando Molina Stranz, registered in its files (Libro Registro) with number 881, as extended, ratified or amended from time to time, as well as any pledge granted pursuant to clause 6.4.2, as well as any Liberty Permitted Pledge;

“Permitted Transfer” means:

in each case (except (x) in the case of clause (c)(ii) or (c)(iii) above, for which this clause shall not apply and (y) in all cases relating to any transfer of shares of Bidco or shares of New Holdco) provided that the transferee executes a deed confirming to the other parties that it shall be bound by this Agreement and, in the event that such transferee ceases to be a person to whom Shares could be transferred pursuant to this Agreement, the transferee will immediately transfer the Shares back to the person who originally transferred them;

“Pre-Emption Notice” has the meaning given to it in clause 6.2.3;

“Pre-Emption Rights Period” has the meaning given to it in clause 6.2.3;

“Put Excess” has the meaning given to it in clause 6.5.4;

“Put Strike Price” means, in respect of a Share as of the applicable date of determination:

“Reference Stock” means, as of the Effective Date, the Series C Formula One Stock listed on an exchange, provided however that:

“Refinancing” has the meaning given to it in clause 6.4.1;

“Related Party Contract” has the meaning given to it in clause 4.5.1;

“Relevant Percentage” means the Economic Shareholding of a party in the Company, provided however that any Shares transferred to a Manager Holding Company shall be deemed retained by the transferor for the purpose of calculating the transferor’s Relevant Percentage;

“Relevant Shares” has the meaning given to it in clause 6.2;

“Securities Act” has the meaning given to it in clause 6.12.3;

“Series C Formula One Stock” means Series C Liberty Formula One common stock, par value $0.01 per share, of Liberty or any stock issued in exchange therefor;

“Service Agreements” has the meaning given to it in clause 4.9.2;

“Shares” means each and all of the authorized, issued, outstanding and fully paid shares of EUR 1 of any class in which the Company’s capital is divided, which, as of the Effective Date, shall be as specified in clause 3.1.1, and any shares issued in exchange for those shares or by way of conversion or reclassification, and any shares representing or deriving from those shares as a result of any increase in or reorganisation or variation of the capital of the Company;

“Shareholder” means any party who owns Shares for the time being and from time to time;

“Solvent Reorganisation” means any solvent reorganisation or other similar transaction, including without limitation by merger (including the Merger), consolidation, recapitalisation, transfer or sale of all or substantially all of the shares or assets of any company or its subsidiaries, scheme of arrangement, exchange of securities, conversion of entity, migration of entity, reincorporation, formation of new entity, or any other transaction or group of transactions, including (i) in the case of Liberty Parent, any such transaction that results in the elimination or termination of the tracking stock group structure at Liberty Parent and (ii) in the case of the Company, any recapitalization of the Company whereby each outstanding class and series of capital shares is collapsed into one class or series of capital shares such that each such share has one vote per share (the “Company Recapitalization”);

“SPA” means the shares sale and purchase agreement entered into between, amongst others, the Managers, as sellers, and the Company, as purchaser, dated as of the date hereof;

“Subordinated Loan” means any subordinated loan or other debt instrument that may be issued by the Company as borrower to Shareholders as lenders from time to time in accordance with the terms of this Agreement, and any subordinated debt instrument replacing the same by way of conversion or refinancing;

“Subsidiaries” means each and all of the following companies:

“Surviving Provisions” means clauses 1, 8, 11, 14, 15, 16, 20, 22, 23 and 24;

“Tag-Along Notice” has the meaning given to it in clause 6.2.6;

“Tag-Along Shareholder” has the meaning given to it in clause 6.2.7;

“Tagged Shares” has the meaning given to it in clause 6.2.6;

“Top Managers” means Mr. Carmelo Ezpeleta Peidró, Mr. Enrique Aldama Orozco and Mr. Carlos Ezpeleta;

“Trading Day” means any day on which the Reference Stock is traded on the principal exchange or market on which the Reference Stock is traded, provided that “Trading Day” shall not include any day on which the Reference Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Reference Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00 p.m., New York City time).

“Transfer” has the meaning given to it in clause 6.1.1(c);

“Transfer Notice” has the meaning given to it in clause 6.2.1;

“Transaction Price” means for any Share, (i) the Consideration (as defined in the SPA) divided by (ii) the number of Shares outstanding as of immediately prior to the Completion; provided, that, if following the Completion the Company makes or issues any distributions or dividends to the Shareholders, then Transaction Price shall be reduced on a dollar for dollar basis by the per share aggregate amount of all such distributions and dividends (a “Post-Closing Distribution”); provided, further, that the Transaction Price shall be appropriately adjusted for any stock splits, share distributions, reverse stock splits or other similar transactions, in each case, involving the Shares. The Transaction Price shall be calculated in U.S. Dollars based on the Dollar Exchange Rate as of the date of the Completion; provided, that with respect to any Post-Closing Distributions made in Euros, for purposes of determining the Transaction Price at any given time, the amount of such Post-Closing Distribution shall be calculated in U.S. Dollars based on the Dollar Exchange Rate as of the date such Post-Closing Distribution is made.

“Transferring Shareholder” has the meaning given to it in clause 6.2;

“Treaty Withholding Tax” has the meaning given to it in clause 6.13;

“Triggering Event” means (i) in the case of the exercise of a Leaver Call Option, the date that such Manager became a Leaver, (ii) in the case of the exercise of a Leaver Put Option, the date that such Manager became a Leaver, (iii) in the case of the exercise of a Managers’ Put Option, the date that such Managers’ Put Option is exercised, (iv) in the case of the exercise of a Bidco’s Call Option, the date that such Bidco’s Call Option is exercised, and (v) in the case of any Fair Market Value determination required pursuant to clause 6.9, the date that the applicable Shareholder deceased.

“U.S. Person” means any one of the following:

(a)             any U.S. citizen;

(b)             any natural person resident in the United States of America;

(c)             any partnership or corporation organized or incorporated under the laws of the United States of America;

(d)             any estate of which any executor or administrator is a U.S. person; any trust of which any trustee is a U.S. person;

(e)             any agency or branch of a foreign entity located in the United States of America;

(f)             any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;

(g)             any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States of America; and

(h)             any partnership or corporation if:

(i)             organized or incorporated under the laws of any foreign jurisdiction; and

(ii)             formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

“Voluntary Leaver” means a Manager which has become a Leaver by reason or in consequence of his/her voluntary termination of his/her employment contract or services agreement with the relevant Group Company and who is not a Competing Leaver.

provided however that the majority referred to in this clause 4.4.3 shall not need to include one (1) Management Director in the event that (i) the relevant action is contemplated or otherwise permitted in this Agreement, (ii) the Managers’ Relevant Percentage is less than the Management Percentage Threshold, or (iii) no Management Director has been appointed due to the Managers not having exercised their right in clause 4.1.2(b) to appoint the Management Director or due to any other reason not attributable to Bidco.

If Mr. Enrique Aldama Orozco ceases to be a member of the Board as a result of Mr. Enrique Aldama Orozco being removed by Bidco as a Bidco Director and Mr. Enrique Aldama Orozco does not then become the Management Director, the Company and Mr. Enrique Aldama Orozco shall use reasonable efforts to enter into a new employment agreement on similar terms as that certain agreement between Mr. Enrique Aldama Orozco and the Company dated 19 October 2015 (which, in any case, shall include all the remuneration and indemnity rights and provisions included in such contract with Mr. Enrique Aldama Orozco) with adjustments for the fact that Mr. Enrique Aldama Orozco will be an employee of the Company, that Mr. Enrique Aldama Orozco is then no longer a member of the Board and any other adjustments mutually agreed by the Company and Mr. Enrique Aldama Orozco.

The Board will implement within six (6) months of the Effective Date a management incentive plan (“MIP”) for the benefit of those managers and/or key employees of the Dorna Group proposed by the Board, in consultation with Mr. Carmelo Ezpeleta Peidro and Mr. Enrique Aldama Orozco.

A Transfer of any Share or Shares by the Managers in accordance with clause 6.1.3(b) (such shares, the “Relevant Shares” and such Manager, the “Transferring Shareholder”), shall be on the following conditions:

provided, however, that the provisions contained in this clause 6.3.5(c) shall not apply in the event that the consideration in kind consists of securities listed and freely tradeable (or, if not freely tradeable, the holder of such securities will be granted reasonable registration rights in connection with the consummation of such Exit) in a regulated stock exchange of a member state of the Organization for Economic Cooperation and Development (OECD). Notwithstanding anything herein to the contrary, Bidco shall have no obligation (other than the notice obligation contemplated by clause 6.3.4(a)(i)) to any other Shareholder as a result of any decision by Bidco not to accept or consummate any Exit (it being understood that any and all such decisions shall be made by Bidco in its sole discretion; and

In order to secure the Managers’ obligations under clause 6.3, each Shareholder (other than Bidco) hereby irrevocably grants to Bidco the right to acquire (itself or its designee) each and all of such Shareholders Shares and outstanding Subordinated Loans on the terms set out in Schedule 6.7 (the “Drag Call Option”).

Each Shareholder shall have the right to subscribe for a proportion of newly issued Shares in accordance with sections 304 et seq. of the Act but no Shareholder shall be obliged to subscribe for further Shares or otherwise provide any capital or funding to the Company.

(such right, the “Mortis Causa Put Option”).

To the extent that any transfer is permitted in accordance with this clause 6, a Shareholder may only transfer any Share or any interest in any Share subject to the proposed transfer receiving approval from any applicable regulatory body, in which case any period provided in this clause 6 to Transfer of Shares shall be adjusted accordingly.

The Company and Bidco shall, reasonably promptly after reasonably requested by an applicable Manager or Heir, as applicable, following the delivery of Bidco’s Proposed Fair Market Value (taking into account the time period by which such Manager or such Heir, as applicable, is required to provide the applicable Managers’ Proposed Fair Market Value pursuant to this Agreement), provide to such Manager or such Heir, as applicable, reasonable access to the books, records and other information of the Company, Bidco and Liberty Parent to the extent such books, records and other information are reasonably necessary or reasonably appropriate for such Manager or such Heir, as applicable, to review Bidco’s Proposed Fair Market Value and to prepare the applicable Managers’ Proposed Fair Market Value; provided that, any such books, records or other information shall be deemed Confidential Information under this Agreement (it being understood that such Manager or such Heir, as applicable, can share such books, records and information with the Independent Expert if one is engaged in connection with determining such applicable Fair Market Value pursuant to this Agreement) and shall only be used to (i) review and analyze the applicable Bidco’s Proposed Fair Market Value, (ii) prepare the applicable Managers’ Proposed Fair Market Value and (iii) present and advocate for Managers’ Proposed Fair Market Value to the Independent Expert (if applicable).

The Fair Market Value per Share shall be determined by the Independent Expert in accordance with this Agreement and such Fair Market Value per Share shall be the definitive value and shall constitute the Fair Market Value hereunder, which shall be final and binding on the Parties, provided that:

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.

At least three (3) Business Days prior to any transfer or sale of Shares to Bidco or its designee pursuant this Agreement (and promptly upon reasonable request by Bidco at any other time), the transferor shall provide to Bidco a properly completed and executed U.S. Internal Revenue Service Form W-8 or W-9, as applicable (or applicable successor form), reasonably satisfactory to Bidco.

Bidco and, as applicable, its designee (each, a “Payor”) shall be entitled to deduct or withhold from any payment made by it under this Agreement (including any payment made under a Leaver Call Option, a Leaver Put Option, a Managers’ Put Option, Bidco’s Call Option or otherwise) any taxes required by applicable law to be withheld or deducted. Any such deductions or withholdings: (i) shall be in the minimum amount required by applicable law and shall be remitted to the relevant taxing authority within any applicable deadline; and (ii) shall be treated for all purposes as having been paid to the person to whom such amounts otherwise would have been paid absent such deduction or withholding. Without limiting the generality of the foregoing sentence, if the applicable payee establishes (prior to the time that any such payment is made by a Payor) to the reasonable satisfaction of such Payor that such payment is subject to a reduced rate (or zero rate) of withholding tax (such withholding tax, the “Treaty Withholding Tax”) pursuant to an applicable double income tax treaty under which such payee is entitled to benefits, then the Payor shall not withhold Treaty Withholding Tax from such payment at a rate greater than such reduced rate.

If the Company or the Board determines to pursue and effect a Company Recapitalization, the Managers agree to take all steps reasonably requested by the Company or Bidco in connection with completing such Company Recapitalization.

The Auditor shall be appointed by the Shareholders at the proposal of the Board.

with the intent that each of these restrictions shall constitute an entirely separate and independent restriction on each Top Manager.

(the date from which neither (a) nor (b) apply will be referred to as the “Cessation Date”); and

Each party shall be individually liable vis-a-vis each other for the performance of its own obligations under this Agreement and no party shall be deemed to act as guarantor of any other party or shall be held liable for the acts or omissions of any other party.

Notwithstanding the provisions of his/her service agreement or relevant employment contract, each Manager agrees with each other party hereto (for themselves and as agent and trustee for every other member of the Dorna Group) that the relevant Group Company shall be entitled to terminate his/her service agreement or relevant employment contract without notice and without compensation if he/she commits a material breach of this Agreement or of the Articles (whether or not such breach amounts to a repudiatory breach) and, if capable of remedy, such breach is not remedied to the reasonable satisfaction of Bidco within ten (10) Business Days of receipt of notice in writing of such breach by the relevant Manager.

This Agreement may be executed as two or more counterparts and execution by each of the parties of any one of such counterparts or delivery of counterparts will constitute due execution of this Agreement. Execution by e-mail or any other electronic means shall be an effective mode of execution and delivery.

Any remedy or right conferred upon the parties in respect of any breach of this Agreement by any other party shall be in addition to and without prejudice to all other rights and remedies available to them.

This Agreement shall be binding on each Manager’s assigns, personal representatives and successors in title, but such persons shall not be entitled to the benefit of its provisions unless they have entered into a deed confirming to the other parties that it shall be bound by this Agreement.

Each of the Managers acknowledge and agrees with Bidco that in relation to the transactions contemplated by this Agreement:

Except as expressly provided in this Agreement, a person who is not a party to this Agreement has no right under the second paragraph of section 1257 of the Spanish Civil Code (Código Civil) (estipulación en favor de tercero) to enforce any term of this Agreement. Each Shareholder hereby acknowledges and agrees that the terms, provisions and agreements set forth in this Agreement shall be binding on all heirs and successors of such Shareholder.

If any of the provisions of this Agreement is or becomes invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired. In such instances, the parties shall negotiate in good faith with a view to replacing any invalid, void or unenforceable provisions with terms which have as similar a commercial effect as reasonably possible to the invalid, void or unenforceable provisions.

Any notice, consent, request, demand, approval or other communication to be given or made under or in connection with this Agreement (each a “Notice” for the purposes of this Agreement) shall be in writing and signed by or on behalf of the person giving it.

Name: Enrique Aldama Orozco

Address: Calle Príncipe de Vergara, 183, 28002 Madrid;

Email: [Separately provided]

Attention: Legal Department

Address: c/o Liberty Media Corporation

12300 Liberty Boulevard, Englewood, Colorado 80112, USA;

Email: [Separately provided]

and copied to (not to constitute adequate notice)

Name: C. Brophy Christensen

Address: Two Embarcadero Center, 28th Floor, San Francisco, California 94111, USA

Email: bchristensen@omm.com

Name: Enrique Aldama Orozco

Address: Calle Príncipe de Vergara, 183, 28002 Madrid;

Email: [Separately provided]

A party may change its address for service and that it gives the other party not less than 28 days’ prior notice in accordance with this clause 22. Until the end of such notice period, service on either address shall remain effective.

The Company shall, and the Shareholders shall use their respective reasonable endeavors to procure (so far as they are able) that the Company shall, implement and comply with the ABC Policies and Procedures during the continuance of this Agreement.

[Remainder of page intentionally left blank; signature page follows]

In witness whereof, the Shareholders, and the Company hereby execute this Agreement.

[Signature page to Shareholders’ Agreement]

[Signature page to Shareholders’ Agreement]

THE MANAGERS

[Signature page to Shareholders’ Agreement]

List of Omitted Schedules and Exhibit

The following schedules and exhibit to this Shareholders’ Agreement, dated as of March 29, 2024, by and among Libertad Especia, S.L.U., Dorna Sports, S.L. and the Managers relating to Dorna Sports, S.L. and its subsidiaries have not been provided herein:

Schedule I – Identity of the Managers entering into the Agreement

Schedule 3.3 – List of Shareholders

Schedule 4.2.1(a) – Certain Initial Bidco Directors

Schedule 6.5.1 – Leaver Call Option

Schedule 6.5.2 – Leaver Put Option

Schedule 6.6.2 – Managers’ Put Option

Schedule 6.6.4 – Bidco’s Call Option

Schedule 6.7 – Drag Call Option

Schedule 6.11.1(j)(1) – Illustrative Example of a Calculation of Fair Market Value

Schedule 6.12.3 – Regulation S Representations, Warranties and Covenants

Exhibit 1

The registrant hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.