EXHIBIT 2.1

TABLE OF CONTENTS

NON-ACCREDITED INVESTORS

THIS AGREEMENT (the “Agreement”) is made on 29 March 2024

BETWEEN

WHEREAS

IT IS AGREED THAT

“20-Day VWAP” means the average of the daily volume weighted average sales price per share of the Series C Formula One Stock on Nasdaq, as such daily volume weighted average sales price per share is displayed under the heading “Bloomberg VWAP” on Bloomberg page “FWONK.US <equity> AQR” (or (a) its equivalent successor if such page is not available or (b) if securities are issued in exchange or in substitution for the Series C Formula One Stock, the daily volume weighted average sales price per share of such securities on the principal exchange upon which such securities are traded as quoted on Bloomberg), 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 and including the trading day immediately preceding the date of delivery of the Consideration Schedule (such date, the “Determination Date”);

“Additional Consideration” has the meaning given in Clause 3.1(d);

“Advisory Services Agreements” means the advisory services agreements entered into between the Company and Bridgepoint Advisers Limited and CPPIB Equity Investments Inc., respectively, each dated 14 February 2013, as amended from time to time to the date of this Agreement and disclosed in the Data Room;

“Affiliate” means:

and in all cases excluding each Group Company, provided that neither the Institutional Seller nor any Affiliate of the Institutional Seller shall be an Affiliate of the LX1 Seller for the purposes of this Agreement;

“Affiliate Transfer” has the meaning given in Clause 10.8;

“Agreed Form” means, in relation to a document, the form of that document initialled by or on behalf of each of the parties for identification or otherwise agreed in writing by or on behalf of the Buyer, the Institutional Seller and a Management Seller Representative as being in Agreed Form;

“Agreed Leakage Amount” has the meaning given in Clause 4.4;

“Anti-trust Laws” means all Laws governing the conduct of any person in relation to restrictive or other anti-competitive agreements or practices (including cartels, pricing, resale pricing, market sharing, bid rigging, terms of trading, purchase or supply and joint ventures), abuse of dominant or monopoly market positions (whether held individually or collectively) and the control of acquisitions or mergers;

“Articles of Association” means the articles of association of the Company as amended or restated from time to time;

“Australian Regulatory Condition” has the meaning given in Clause 5.1(a)(iv);

“Bank Account” means, in respect of a payment to a person, the account as such person shall notify to the relevant payer(s) at least five Business Days before the relevant due date for such payment;

“Base Consideration” means €3,405,784,504.72;

“Brazilian Regulatory Condition” has the meaning given in Clause 5.1(a)(ii);

“Break Fee Refund Election Period” has the meaning given in Clause 16.2(c);

“Break Fee Refund Failure Event” has the meaning given in Clause 16.2(c);

“Break Fee Refund Notice” has the meaning given in Clause 16.2(c);

“Break Fee Refund Payment Period” has the meaning given in Clause 16.2(c);

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

“Buyer Break Fee” has the meaning given in Clause 16.2(c);

“Buyer Break Fee Trigger Event” has the meaning given in Clause 16.2(c);

“Buyer Group” means the Buyer and LMC and any subsidiary undertaking or parent undertaking of the Buyer or LMC, and any subsidiary undertaking of any such parent undertaking, in each case from time to time including, for the avoidance of doubt, the Group Companies from Completion;

“CADE” has the meaning given in Clause 5.1(a)(ii);

“Cash Consideration Percentage” means the percentage equal to 100 per cent. minus the Target Percentage;

“Cash Dividend Agreed Leakage Amount” has the meaning given in Clause 3.5(c);

“Change of Control” has the meaning given in the Existing Facilities Agreement;

“Change of Control Waiver” has the meaning given in Clause 6.5(a);

“Claim” means any claim by the Buyer or LMC against any Seller, whether in contract, tort or otherwise, for breach of the Transaction Documents (other than the Management Warranty Deed), but excluding any claims in respect of a breach of Clause 4;

“Closing 8-K” has the meaning given in Clause 8.8;

“CMA” has the meaning given in Clause 5.1(a)(iii);

“Company” means Dorna Sports, S.L., a private limited company (sociedad de responsabilidad limitada) incorporated in Spain, whose registered office is at Calle Príncipe de Vergara, 183, 28002 Madrid, Spain;

“Company Related Parties” has the meaning given in Clause 16.2(c);

“Competing Offer” has the meaning given in Clause 6.8;

“Completion” means completion of the sale and purchase of the Purchased Shares in accordance with Clause 7;

“Completion Cash Payment Amount” means (a) for each Seller other than the LX1 Seller, such Seller’s Determined Cash Consideration and (b) for the LX1 Seller, the LX1 Seller Consideration Amount;

“Completion Date” means the date on which Completion takes place;

“Completion Schedule” has the meaning given in Clause 6.2 (and for illustrative purposes only, a draft of the Completion Schedule has been prepared and is in Agreed Form);

“Conditions” has the meaning given in Clause 5.1;

“Confidential Information” has the meaning given in Clause 15.1(a);

“Connected Person’s Family” has the meaning given in the definition of “Connected Persons”;

“Connected Persons” means, in respect of a person: (i) which is a body corporate, its directors, officers and employees; and (ii) who is an individual:

provided that no Connected Person of the Institutional Seller shall be a Connected Person of the LX1 Seller for the purposes of this Agreement;

“Consideration” has the meaning given in Clause 3.1;

“Consideration Schedule” has the meaning given in Clause 3.3;

“Consideration Shares” means the aggregate Determined Share Consideration to be delivered under this Agreement;

“COVID-19” means SARS-COV 2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemics or disease outbreaks;

“D&O Insurance” has the meaning given in Clause 8.4;

“Daily Amount” means €264,227.48;

“Data Room” means the online data room hosted by Datasite with the name “Project Spice” available at https://login.global.datasite.com/login/?flowId=4jG4P as at 11.59 p.m. on 26 March 2024, an index of which is attached to the Disclosure Letter, in Agreed Form, and the contents of which have been saved on four digital devices, one for the Buyer, one for the Institutional Seller, one for the Management Sellers and one to be deposited, on Completion, before the Notary in accordance with Clause 7.2 and Schedule 4;

“Debt Commitment Lenders” has the meaning given in Clause 10.7;

“Debt Commitment Letter” has the meaning given in Clause 10.7;

“Deducted Notional Cash Consideration” has the meaning given in Clause 3.2(d)(i);

“Deed of Sale” has the meaning given in paragraph 1.1(a)(ii) of Schedule 4;

“Determination Date” has the meaning given in the definition of “20-Day VWAP”;

“Determined Cash Consideration” has the meaning given in Clause 3.2(e);

“Determined Share Consideration” has the meaning given in Clause 3.2(g);

“Disclosed” means fairly disclosed (with sufficient detail to enable a reasonable buyer to identify the nature and scope of the matter disclosed and to form a view whether to exercise any rights in respect of such matter);

“Disclosed Net Transaction Bonuses” means the Disclosed Transaction Bonuses, and the associated employer national insurance contributions and apprenticeship levy (or equivalent employer contributions or employer portion of any analogous payroll or social security Taxes in any applicable jurisdiction), less an amount equal to any cash Tax saving reasonably expected to be actually realised by a Group Company as a result of utilising any Relief arising as a result of such Disclosed Transaction Bonuses in the accounting period current at Completion, any prior accounting period and/or the immediately subsequent accounting period;

“Disclosed Transaction Bonuses” means the Transaction Bonuses which are set out in the Completion Schedule;

“Disclosed Transaction Costs” means the Transaction Costs which are set out in the Completion Schedule;

“Draft Consideration Schedule” has the meaning given in Clause 3.2;

“EA02” has the meaning given in Clause 5.1(a)(iii);

“Encumbrance” means any interest or equity of any person (including any right to acquire, option, claim or right of pre-emption or first refusal or other third party right), any mortgage, debenture, charge, pledge, lien, assignment, hypothecation, security interest (of any kind, including any created by Law), title retention, equitable right, power of sale, voting agreement or any other security agreement, obligation or arrangement, but in all cases excluding the Permitted Encumbrances;

“Equity Percentage” means, for each Seller, its applicable percentage interest in the Company immediately prior to Completion as set out in column (7) of the updated Securities Schedule;

“EU Regulatory Condition” has the meaning given in Clause 5.1(a)(i);

“EUMR” has the meaning given in Clause 5.1(a)(i);

“Euro Share Price” has the meaning given in the definition of “Initial Consideration Shares”;

“EV to Equity Bridge” means the enterprise value to equity price bridge in Agreed Form;

“Exchange Act” means the Securities Exchange Act of 1934, as amended;

“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 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, in either case quoted to the fourth decimal place;

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

“Exiting RCF Lenders” has the meaning given in paragraph 2.1(b)(ii) of Schedule 4;

“Existing Revolving Facility Repayment Amount” means the aggregate amount (expressed in Euros), as set out in the Completion Schedule, required to be paid by the Company to the Exiting RCF Lenders to repay and discharge all amounts owing to the Exiting RCF Lenders under the Revolving Facility and all related obligations and liabilities under the Revolving Facility as at the Completion Date, including, to the extent owed to the Exiting RCF Lenders:

“Extended Trigger Event” has the meaning given in Clause 16.2(d);

“FDI Condition” means, collectively, the Italian FDI Condition and the Spanish FDI Condition;

“Formula One” means Formula One World Championship Limited;

“Formula One Group” has the meaning given in the Restated Certificate of Incorporation of LMC, effective as of 5:00 p.m. New York City time, on 3 August 2023;

“Fund” means any person, trust, partnership, superannuation scheme, pension fund, collective investment scheme, managed fund or other fund holding shares for investment purposes;

“GAAP” means United States generally accepted accounting principles and practices in effect from time to time.

“Governmental Authority” means any competent governmental, administrative, supervisory, regulatory, judicial, determinative, disciplinary, enforcement or tax raising body, authority, agency, board, department, court or tribunal of any jurisdiction and whether supranational, national, regional or local (to the extent that the rules, regulations or orders of such organisation or authority have the force of Law);

“Group” means the Company and each of the Subsidiaries;

“Group Company” means any member of the Group;

“Guaranteed Obligations” means all the Buyer’s obligations under or in respect of this Agreement;

“Independent Director” means Pilar Zulueta, or any other director that may replace her during the period from the date of this Agreement to Completion;

“Initial Cash Consideration” means an amount in Euros equal to the Cash Consideration Percentage of the Consideration;

“Initial Consideration Shares” means the number of shares of Series C Formula One Stock calculated by dividing (a) the Initial Share Consideration by (b) the 20-Day VWAP expressed in Euros (calculated into Euros at the Exchange Rate as of the Determination Date) (such result in clause (b), the “Euro Share Price”);

“Initial Share Consideration” means an amount in Euros equal to the Target Percentage of the Consideration;

“Information” has the meaning given in Clause 9.5;

“Institutional Directors” means each of William Jackson, William Paul, José-Maria Maldonado, Normand Legault and Nick Senst, or any other directors that may replace them during the period from the date of this Agreement to Completion;

“Institutional Seller’s Group” means, in relation to the Institutional Seller:

in each case, from time to time, but excluding: (i) save for the purposes of Clause 4, any investee or portfolio company thereof; and (ii) each Group Company;

“IP Licence” has the meaning ascribed to such term in the Management Warranty Deed;

“Irrecoverable VAT” means any amount in respect of VAT which a person has incurred and which neither that person nor the representative member of the VAT group of which such person is a member is, using reasonable endeavours, able to recover (by way of credit, repayment, refund or otherwise) from any relevant Tax Authority pursuant to and determined in accordance with any relevant law;

“Italian FDI Condition” has the meaning given in Clause 5.1(a)(vi);

“Italian FDI Rules” means, collectively: (i) the Law Decree no. 21, dated March 15, 2012, as converted into law and amended by Law no. 56, dated May 11, 2012; (ii) the Law Decree no. 105, dated September 21, 2019, as converted into law and amended by Law no. 133, dated November 18, 2019; (iii) the Law Decree no. 23, dated April 8, 2020, as converted into law by Law no. 40, dated June 5, 2020; (iv) the Law Decree no. 21, dated March 21, 2022, as converted into law by Law no. 51, dated May 20, 2022; (v) the Law Decree no. 187, dated December 5, 2022, as converted into law by Law no. 10 of February 1, 2023; and (vi) the Law Decree no. 104, dated August 10, 2023, as converted into law by Law no. 136, dated October 9, 2023, each as subsequently restated, amended, and supplemented from time to time by specific decrees of the President of the Italian Republic and decrees of the President of the Council of Ministers;

“Italian Foreign Investment Authority” has the meaning given in Clause 5.1(a)(vi);

“KYC Information Requests” has the meaning given in Clause 6.4(b);

“Law 19/2003” means Spanish Law 19/2003 of 4 July, on the Legal System of Transfers of Capital and Financial Transactions with Foreigners (Ley 19/2003, de 4 de julio, sobre régimen jurídico de los movimientos de capitales y de las transacciones económicas con el exterior), as amended and restated from time to time;

“Laws” means all applicable laws, legislation, statutes, directives, regulations, judgments, decisions, decrees, orders, injunctions, instruments, by-laws, and other legislative measures or decisions, treaties, conventions and other agreements between states, or between states and the European Union or other supranational bodies, rules of common law, customary law and equity and all civil or other codes having the force of law;

“Leakage” has the meaning given in Clause 4.10;

“LMC Related Parties” has the meaning given in Clause 16.2(c);

“LMC SEC Documents” has the meaning given in Clause 11.1(h);

“Locked Box Accounts” means the accounts of the Group in respect of the 12 months ended on the Locked Box Date contained in folder 1.14.15 of the Data Room;

“Locked Box Date” means 31 December 2023;

“Longstop Date” means 5.00 p.m. on 31 December 2024, as may be extended by the Buyer in accordance with Clause 5.5, or such later time and date as may be agreed in writing between the Institutional Seller and the Buyer in accordance with Clause 5.5;

“Losses” means all costs, losses, liabilities, damages, claims, demands, proceedings, expenses, fines, penalties and legal and other professional fees;

“LTIP Bonuses” means the aggregate amount of the bonuses payable pursuant to the long-term cash incentive plan of the Company approved by the Company’s board of directors on 3 July 2019, as amended by the Company’s board of directors on 2 March 2023;

“LX1 Seller Consideration Amount” means an amount in Euros equal to the Consideration multiplied by the LX1 Seller’s Equity Percentage;

“Management Directors” means Enrique Aldama Orozco and Carmelo Ezpeleta Peidro, or any other directors that may replace them during the period from the date of this Agreement to Completion;

“Management Seller Representative” has the meaning given in Clause 12.1;

“Management Warranty Deed” means the management warranty deed entered into by the Warrantors (as defined therein) and the Buyer on or around the date of this Agreement;

“Material Contracts” means the schedule, in Agreed Form, setting out the material contracts of the Group for the purposes of paragraph 1.1(e)(xvi) of Schedule 3;

“Material Obligations” means:

“Nasdaq” means the Nasdaq Global Select Market, any successor stock exchange operated by The Nasdaq Stock Market LLC or any successor thereto;

“Net Ratchet Bonus” means, in respect of a Ratchet Manager, the aggregate amount payable to such Ratchet Manager pursuant to the Ratchet Agreements in connection with, or as a result of, the Transaction, less the proportion of the Ratchet Withholding Tax Liability the Institutional Seller is required to deduct from such amount in accordance with the Ratchet Agreements (without double counting);

“New Shareholders’ Agreement” means the shareholders’ agreement to be entered into by the Buyer, the Company and the Specified Rollers on the date of this Agreement, and all other Rollover Management Holders no later than two Business Days prior to the delivery of the Completion Schedule pursuant to Clause 6.2, the effectiveness of which is and shall remain subject to and conditional upon Completion occurring in accordance with the terms of this Agreement (save only for those clauses that shall become effective on the date of this Agreement, as provided for in the New Shareholders’ Agreement);

“Non-Rolling Shareholder” has the meaning given in Clause 3.2(b)(ii);

“Notary” means any of the Madrid (Spain) public notaries, of Serrano 30 C.B., or any other Spanish public notary as shall be notified in writing by the Buyer to the Institutional Seller and the Management Seller Representatives not less than 15 Business Days prior to the Completion Date, acting reasonably and after having consulted in good faith with the Institutional Seller and a Management Seller Representative;

“Notified Leakage” has the meaning given in Clause 4.5;

“Notional Cash Consideration” has the meaning given in Clause 3.2(c);

“Notional Consideration Shares” has the meaning given in Clause 3.2(a);

“Owned IP” has the meaning ascribed to such term in the Management Warranty Deed;

“Paying Agent” means J.P. Morgan SE - Luxembourg Branch or one of its Affiliates or, subject to the written consent of the Buyer (such consent not to be unreasonably withheld, conditioned or delayed), any other person as may be notified to the Buyer by the Institutional Seller in the Completion Schedule;

“Paying Agent’s Bank Account” means the account of the Paying Agent as notified to the Buyer in the Completion Schedule or such other account as the Institutional Seller shall notify to the relevant payer(s) at least 10 Business Days before the relevant due date for a relevant payment;

“Paying Agent Completion Wire” means the sum of the amount payable to the Paying Agent’s Bank Account under Clause 3.5(a);

“Permitted Encumbrances” means any mortgage, debenture, charge, pledge, lien, assignment, hypothecation, security interest (of any kind, including any created by Law) granted by the Sellers and/or any Group Company in connection with the Existing Facilities Agreement;

“Permitted Leakage” has the meaning given in Clause 4.11;

“Permitted Rights” means:

“Pre-Completion Shares” means, for an applicable Seller, such number of Shares held by such Seller immediately prior to Completion as reflected in the Securities Schedule;

“Pro-Rata Consideration Amount” means an amount in Euros for an applicable Seller equal to the Consideration multiplied by the Seller’s Equity Percentage;

“Purchased Shares” means, for each Seller, such Seller’s Pre-Completion Shares minus such Seller’s Rollover Company Shares, if any;

“Purchased Shares Consideration” has the meaning given in Clause 3.1;

“Ratchet Agreements” means the respective ratchet agreements entered into between the Institutional Seller and the Ratchet Managers, among others, each dated 14 February 2019 and contained in folder 1.4.1 of the Data Room;

“Ratchet Manager” means those Management Sellers who are entitled to a Net Ratchet Bonus pursuant to the Ratchet Agreements, as set out in column (8) of the updated Securities Schedule forming part of the Completion Schedule;

“Ratchet Withholding Tax Liability” means the aggregate amount of Spanish withholding tax that the Institutional Seller is required to deduct from the amounts payable to the Ratchet Managers in connection with, or as a result of, the Transaction pursuant to the Ratchet Agreements (without double counting);

“Registrable Securities” means the Consideration Shares to be issued in connection with this Agreement, including any shares issued or issuable with respect to any Consideration Shares by way of a stock dividend or distribution or stock split (whether forward or reverse) or in exchange for such shares or otherwise in connection with a combination of shares, distribution, recapitalisation, merger, consolidation, other reorganisation or other similar event with respect to the Consideration Shares; provided, however, that the Consideration Shares shall cease to be Registrable Securities hereunder if and when:

“Registration Rights Agreement” means the registration rights agreement, in the Agreed Form, to be entered into between the Institutional Seller and LMC on Completion;

“Registration Statement” means the Shelf Registration Statement (as defined in the Registration Rights Agreement) as contemplated to be filed pursuant to the Registration Rights Agreement;

“Regulation S” means Regulation S under the Securities Act;

“Regulatory Condition” means, collectively, the EU Regulatory Condition, the Brazilian Regulatory Condition, the UK Regulatory Condition, and the Australian Regulatory Condition;

“Relevant Majority” has the meaning given in Clause 12.2;

“Relevant Person” has the meaning given in Clause 10.3;

“Relevant Proportion” means, in respect of each Seller, the percentage set out against such Seller’s name as its Relevant Proportion in the Securities Schedule and as updated in the updated Securities Schedule which forms a part of the Completion Schedule;

“Relevant Seller” has the meaning given in Clause 4.4;

“Relief” means:

and any reference to the use or set off of a Relief shall be construed accordingly;

“Representatives” means:

“Requested Rollover Percentage” means for each Management Seller, the percentage of such Management Seller’s Pro-Rata Consideration Amount that such Management Seller has requested to retain in equity of the Company, provided, that (a) with respect to Carmelo Ezpeleta Peidro, Jerinovel, S.L., Enrique Aldama Orozco and Carlos Ezpeleta González, such percentage shall be as reflected in the indicative Consideration Schedule in the Agreed Form as of the date of this Agreement, subject to adjustment at the election of such Management Seller only with the consent of the Buyer in its sole discretion and (b) with respect to any other Management Seller, such percentage of such Management Seller’s Pro-Rata Consideration Amount as is requested by such Management Seller by notifying the Buyer not later than 45 days after the date of this Agreement, subject to the consent or reduction by the Buyer in its sole discretion, provided, however, that any Management Seller’s Requested Rollover Percentage shall be reduced to zero if such Management Seller has not delivered to the Buyer a duly executed counterpart to the New Shareholders’ Agreement at least two Business Days prior to the delivery of the Completion Schedule pursuant to Clause 6.2. If a Management Seller’s Requested Rollover Percentage is less than the Target Percentage, it shall be reduced to zero;

“Restricted Business” means any business active in the European Union, Brazil, Australia or the United Kingdom engaged in commercial exploitation of rights related to motorcycling racing;

“Revolving Facility” has the meaning given in the Existing Facilities Agreement;

“Revolving Facility Put Right” means the put option pursuant to the terms of clause 12.1 (Exit) of the Existing Facilities Agreement granting each lender under the Revolving Facility the right to cancel their commitments under the Revolving Facility and for all amounts outstanding to such lender under the Revolving Facility to be repaid in full upon the occurrence of a Change of Control;

“Rollover Company Shares” means for each Rollover Management Holder, a number of Shares equal to such Seller’s Pre-Completion Shares multiplied by such Seller’s Requested Rollover Percentage, rounded to the nearest share with amounts 0.5 and above rounded up;

“Rollover Consideration Share Reduction” has the meaning given in Clause 3.2(b)(i);

“Rollover Management Holder” has the meaning given in Clause 3.2(b)(i);

“Royal Decree 571/2023” means Spanish Royal Decree 571/2023 of 4 July on foreign investments (Real Decreto 571/2023, de 4 de julio, sobre inversiones exteriores), as amended and restated from time to time;

“Rule 144” has the meaning given in the definition of Registrable Securities;

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended;

“Scheduled Completion Date” has the meaning given in Clause 7.6;

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

“Securities Act” means the Securities Act of 1933, as amended;

“Securities Schedule” means the schedule in Agreed Form setting out, among other things, details of the Shares held by each Seller as of the date of this Agreement and each Seller’s Equity Percentage as at the date of this Agreement and, subject to being updated in accordance with Clause 6.2(e), the details of the Pre-Completion Shares held by each Seller as of immediately prior to Completion and each Seller’s Equity Percentage as of immediately prior to Completion;

“Sellers” means the Institutional Seller, the LX1 Seller and the Management Sellers;

“Sellers’ Bank Account” means, in respect of any payment of the Upfront Amount or the Buyer Break Fee to the Sellers, such account as the Institutional Seller shall notify to LMC at least 10 Business Days before the relevant due date for such payment;

“Sellers’ Non-Compliance Event” has the meaning given in Clause 16.2(c);

“Senior Management Seller” means Carmelo Ezpeleta Peidro and Enrique Aldama Orozco;

“Series C Formula One Stock” means Series C Liberty Formula One common stock, par value $0.01 per share, of LMC, as constituted on the date of this Agreement, and any securities issued in exchange or in substitution therefor (including as a result of any split, combination, reclassification, subdivision or recapitalisation from the date of this Agreement to Completion);

“Share Sale” has the meaning given in Clause 2.1;

“Shareholders’ Agreement” means the shareholders’ agreement related to the Company dated 14 February 2019 between, among others, each Seller and the Company;

“Shares” means the shares of €1.00 each in the capital of the Company, as set out in the Securities Schedule;

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

“Spanish FDI Condition” has the meaning given in Clause 5.1(a)(v);

“Spanish FDI Rules” has the meaning given in Clause 5.1(a)(v);

“Spanish Foreign Investment Authority” has the meaning given in Clause 5.1(a)(v);

“Specified Change of Control Event” has the meaning given in the Existing Facilities Agreement;

“Specified Change of Control Notification” has the meaning given in Clause 6.4(a);

“Specified Roller” means each of Carmelo Ezpeleta Peidro, Jerinovel, S.L., Enrique Aldama Orozco and Carlos Ezpeleta González;

“Subsidiary” means the companies whose details are set out in Schedule 2 and any other subsidiary undertaking of the Company from time to time;

“Surplus Cash” means, with respect to each Rollover Management Holder, an amount equal to (a) such Rollover Management Holder’s Pro-Rata Consideration Amount multiplied by (b) the percentage equal to the difference between such Rollover Management Holder’s Requested Rollover Percentage and the Target Percentage;

“Surviving Provisions” means Clauses 1, 11.5 to 11.12, 15, 16.2, 18 and 20 to 29;

“Target Percentage” means twenty-five (25) per cent; provided that if the percentage of the Initial Share Consideration is decreased pursuant to Clause 3.8, then the Target Percentage will be the decreased percentage for the Initial Share Consideration as determined pursuant to Clause 3.8;

“Tax” means: (a) all taxes, levies, imposts, duties, fees and other similar charges, deductions or withholdings, including, without limitation, taxes on gross or net income, profits or gains, taxes on receipts, sales, use, occupation, development, franchise, employment (including national insurance and other social security contributions), payroll, transfer, occupancy, value added, personal property, and excise taxes, and all penalties, charges, additions and interest relating to any of the foregoing; and (b) any liability for any item described in paragraph (a) as a result of being or having been a member of an affiliated, aggregate, combined, consolidated, unitary or similar group, as a transferee or successor, pursuant to any contractual obligation or otherwise (and “Taxes” and “Taxation” shall be construed accordingly);

“Tax Authority” means any tax, revenue or fiscal authority and any other statutory, governmental (local or central), state, federal, provincial, regional or municipal authority, body, court, tribunal or official whatsoever (whether within or outside Spain) competent to impose, administer, levy, assess or collect Tax or make any decision or ruling on any matter relating to Tax;

“Tax Return” means any return, declaration, report, notice, claim for refund, information or statement relating to Tax, including any schedule, supplement or attachment thereto, including any amendment thereof;

“Transaction” means the transactions contemplated by this Agreement and/or the other Transaction Documents or any part thereof;

“Transaction Bonuses” means the amount of any bonuses, incentives or commission or other compensation (including any transaction bonuses, discretionary bonuses or retention bonuses, change of-control payments, severance payments or other payments, for management) created or accelerated or paid or made or declared to be treated as paid or made, or to be paid or made to any current or former director, officer, consultant or employee of any Group Company or their Affiliates since the Locked Box Date by any Group Company in connection with, or as a result of, the Transaction;

“Transaction Costs” means the amount of any professional (including investment bankers, brokers, lawyers, accountants and other advisors) or other fees, costs and expenses (for the avoidance of doubt, including disbursements) paid or agreed to be paid or incurred or owing (whether or not invoiced or billed prior) since the Locked Box Date by a Group Company in connection with the Transaction including, without limitation, Irrecoverable VAT with respect thereto, but excluding any VAT other than any Irrecoverable VAT;

“Transaction Documents” means this Agreement, the Management Warranty Deed, the Registration Rights Agreement and any other documents in Agreed Form or required to be entered into pursuant to this Agreement other than the New Shareholders’ Agreement;

“Transfer Taxes” has the meaning given in Clause 25.2;

“UK Regulatory Condition” has the meaning given in Clause 5.1(a)(iii);

“Upfront Amount” means €126,000,000;

“Upfront Amount Refund Election Period” has the meaning given in Clause 16.2(d);

“Upfront Amount Refund Failure Event” has the meaning given in Clause 16.2(d);

“Upfront Amount Refund Notice” has the meaning given in Clause 16.2(d);

“Upfront Amount Refund Payment Period” has the meaning given in Clause 16.2(d);

“U.S. Person” has the meaning set forth in Rule 902(k) of Regulation S;

“VAT” means value added tax or any similar Tax, whether chargeable in Spain or elsewhere;

“W&I Policy” means any warranty and indemnity insurance policy procured by the Buyer or any of its Affiliates in respect of the Transaction;

“Warranty” means those Seller warranties set out in Clause 9.1;

“Warranty Claim” means any claim by the Buyer against any Seller, whether in contract, tort or otherwise, for breach of the Warranties set out in Clauses 9.1(a) to 9.1(g); and

“Working Hours” means 9:30 am to 5:30 pm (based on the time at the location of the address of the recipient of the relevant notice) on a Business Day.

The consideration for the Share Sale (the “Purchased Shares Consideration”) shall be equal to the aggregate of the Completion Cash Payment Amounts for all Sellers and the Consideration Shares.

together with reasonable supporting information for the calculation of the above items for the review of the Institutional Seller and the Management Seller Representatives. For the purposes of the calculations in the Draft Consideration Schedule, the Determination Date for the 20-Day VWAP shall be deemed to refer to the trading day immediately preceding the date of delivery of the Draft Consideration Schedule. The Institutional Seller, the Management Seller Representatives and the Buyer shall cooperate in good faith to resolve any discrepancies in the Draft Consideration Schedule.

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.

The certificates and book-entry interests representing the shares of Series C Formula One Stock issued pursuant to this Agreement to non-“accredited investors” shall bear the following legend and shall be subject to stop transfer orders consistent with such legend:

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OR EFFECTED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS, EVIDENCED BY DELIVERY TO THE ISSUER OF THE SECURITY OF A VALID OPINION OF COUNSEL TO THAT EFFECT. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.

save that, for the avoidance of doubt, any amount already taken into account in the calculation of any Agreed Leakage Amount which reduces the Determined Share Consideration and/or the Completion Cash Payment Amount paid at Completion pursuant to Clause 3.5(c) or 3.5(d) (as applicable) shall not be recoverable under this Clause 4.2.

provided that, to the extent any Seller has notified the Buyer of any Leakage prior to Completion pursuant to Clause 4.3 and/or Clause 4.4 (“Notified Leakage”) but no Agreed Leakage Amount is agreed in respect of it or the Buyer otherwise elects not to deduct such Notified Leakage from the Purchased Shares Consideration to be received by the Relevant Seller in accordance with Clause 4.4, the liability of the Relevant Seller under Clause 4.2 in respect of such Notified Leakage shall be no greater than it would have been had such Notified Leakage been so deducted in accordance with Clause 4.4.

and each such Seller shall cease to be under any liability to the Buyer or any other person in respect of all and any such claims not so notified to the Institutional Seller and the Management Seller Representatives (provided that any failure to provide or any delay in providing any such calculation or information in a claim notice shall not operate to limit the liability of any such Seller except to the extent that such Seller’s ability to defend such claim is prejudiced or the liability of such Seller is increased as a result of such failure or delay).

and obtaining all consents, approvals, clearances, waivers or actions of any Governmental Authorities in relation to the Regulatory Condition and the FDI Condition in order to satisfy the Regulatory Condition and the FDI Condition as soon as possible after the date of this Agreement;

and at the same time (or promptly thereafter) provide each other party with reasonable evidence of the same.

and each of the Sellers shall promptly notify the Buyer (or, in the case of any Management Seller, the Management Seller Representatives) in writing after actually becoming aware of any event, matter or circumstance which it actually knows would constitute a breach (other than any de minimis breach) of any of the undertakings or obligations set out in this Clause 6.1, including such detail as is reasonably available to the relevant Seller at such time (excluding, in each case, any constructive or imputed awareness of such Seller). The Management Seller Representatives shall notify the Buyer in writing of the same as soon as reasonably practicable after receiving any such notice from a Management Seller.

together with reasonable supporting information for the calculation of the above items, including, if applicable, the relevant updated shareholders’ registry book and ownership titles, for the Buyer’s review. The Institutional Seller, the Management Seller Representatives and the Buyer shall cooperate in good faith to resolve any discrepancies in the Completion Schedule.

provided that the waivers in Clause 6.6(a) and 6.6(b) shall be null and void if Completion does not occur for any reason in accordance with the terms of this Agreement.

in each case solely for the purposes set forth in Clause 6.10(b) below.

provided that access shall not give the Buyer or its agents any rights to give instructions or otherwise interfere with the management, business or conduct of any Group Company and any such access is otherwise subject to the legal, regulatory and compliance obligations of the Group Companies and the Sellers.

(and in the case of Clause 7.6(b), other than any such delivery, payment or performance to the extent such is not practicable), all such documents, items and payments shall cease to be held to the order of the person delivering or making them, shall be released and Completion shall be deemed to have taken place.

provided that the failure of the notice from the Buyer to comply with the requirements of paragraphs (i), (ii) or (iii) above shall not operate to limit the liability of such Seller except to the extent that such Seller’s ability to defend such Claim is prejudiced or the liability of such Seller (or reasonably and properly incurred costs and expenses of such Seller in defending such Claim) is increased as a result of such failure;

provided nothing in this Clause 9.3 shall have the effect of limiting or restricting the liability of any Seller in respect of a Claim if it is the consequence of fraud by such Seller.

and with effect from Completion, such Seller hereby irrevocably releases, waives, forfeits and/or extinguishes any such claim, proceeding, suit or action.

provided that nothing in this Clause 10.3 shall limit the ability of the Buyer to bring any claim following Completion against any adviser to the Group, to the extent it has prepared written advice for the specific benefit of the Buyer or a member of the Group in connection with the Transaction (subject always to the terms of any reliance letter entered into between the Buyer and the relevant adviser and/or the terms of engagement of such adviser).

so that the same benefits are conferred on such Seller as it would have received if such Guaranteed Obligations had been performed and satisfied by the Buyer; and

provided that, for the avoidance of doubt, the limitations on the liabilities of the Sellers set out in the Transaction Documents (including, without limitation, the €1.00 cap on each Warrantor’s liability under the Management Warranty Deed) shall apply in any event irrespective of: (i) whether or not the Buyer or its Affiliate obtains a W&I Policy in respect of the Transaction; (ii) any matter regarding the status of any such W&I Policy (including, but not limited to, the vitiation, termination or expiry of any such W&I Policy or the insolvency of the underwriters); or (iii) any subsequent non-payment under any such W&I Policy.

(together “Confidential Information”); and

only where such recipients are informed of the confidential nature of the Confidential Information and the provisions of this Clause 15 and instructed to comply with this Clause 15 as if they were a party to it.

provided that such recipients are informed of the confidential nature of the Confidential Information and in respect of Clauses 15.3(a) and 15.3(d) the provisions of this Clause 15 and instructed to comply with this Clause 15 as if they were a party to it.

then:

Each party shall execute and deliver or procure, so far as it is reasonably able, the execution and delivery of, all such documents, and shall do all such things, as any other party may reasonably require (and at the cost of such other party) for the purpose of giving full effect to the provisions of this Agreement.

in each case, without prejudice to any other rights or remedies that the Sellers may have under this Agreement in respect of such breach.

Notwithstanding Completion, each provision of this Agreement and any other Transaction Document not performed at or before Completion but which remains capable of performance will remain in full force and effect and, except as otherwise expressly provided, without limit in time.

Where any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the Laws of any jurisdiction then such provision shall be deemed to be severed from this Agreement and, if possible, replaced with a lawful provision which, as closely as possible, gives effect to the intention of the parties under this Agreement and, where permissible, that shall not affect or impair the legality, validity or enforceability in that, or any other, jurisdiction of any other provision of this Agreement.

For the Institutional Seller and the LX1 Seller: the details provided next to the Institutional Seller’s name in Part 1 of Schedule 1 and the LX1 Seller’s name in Part 2 of Schedule 1 (as applicable), in each case with a copy (which shall not constitute notice) to:

in each case whether or not such claim form, notice or other document is forwarded to the relevant party or received by such party.

This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

[Signature page to Share Purchase Agreement]

[Signature page to Share Purchase Agreement]

[Signature page to Share Purchase Agreement]

[Signature page to Share Purchase Agreement]