Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On September 25, 2024, Qurate Retail, Inc. (the "Company") entered into a call agreement (the "Call Agreement") with Gregory B. Maffei, executive Chairman and a member of the Board of Directors of the Company, pursuant to which Mr. Maffei granted to the Company the right to purchase all shares of High Vote Stock (as defined below) owned by Mr. Maffei and certain successors and permitted transferees (collectively, the "Maffei Group") upon Mr. Maffei's death. If that right is exercised, the Company may acquire the High Vote Stock at a price equal to the market price of the Low Vote Stock (as defined below) into which such High Vote Stock is convertible, plus a 10% premium. The Company also has a right of first refusal to purchase High Vote Stock that a member of the Maffei Group may propose to sell to a third party, at a purchase price equal to the lesser of (i) the price offered by the third party and (ii) the market price of the Low Vote Stock into which such High Vote Stock is convertible, plus a 10% premium. In either case, if the Company exercises its right to purchase the High Vote Stock of the applicable member of the Maffei Group, such member of the Maffei Group can elect to receive from the Company the purchase price for such High Vote Stock in cash, shares of Low Vote Stock or a combination thereof. The Call Agreement also prohibits any member of the Maffei Group from disposing of High Vote Stock, except for certain exempt transfers (such as transfers to specified related parties, the conversion of any High Vote Stock to Low Vote Stock on a one-for-one basis or certain dispositions to satisfy withholding obligations in connection with the exercise of stock options) and except if the Company fails to exercise its right of first refusal in connection with a proposed sale of High Vote Stock to a third party.

For purposes of the Call Agreement, "High Vote Stock" is common stock of the Company of any series that has voting rights greater than one vote per share, while "Low Vote Stock" is common stock of the Company of any series that has not more than one vote per share. The High Vote Stock currently consists of the Series B common stock, par value $0.01 per share, of the Company, while the Low Vote Stock currently consists of the Series A common stock, par value $0.01 per share, of the Company (the "Series A Common Stock").

The Call Agreement will become effective on the date the Court of Chancery of the State of Delaware (the "Court") enters a final judgment approving the resolution of the Action (as defined below) and such final judgment is finally affirmed on appeal or is not subject to appeal (or further appeal) by lapse of time or otherwise (the "Final Approval"). The Call Agreement will terminate upon the first to occur of (i) all of the High Vote Stock held by the Maffei Group has been sold to the Company and/or sold to a third party whereby the Company did not elect to exercise its right of first refusal, (ii) a change of control of the Company (subject to certain exceptions), (iii) the Maffei Group collectively beneficially own less than 5% of the voting power of the Company and (iv) the Company's call right following the death of Mr. Maffei has expired unexercised.

The foregoing description of the Call Agreement does not purport to be complete and is subject to, and qualified in its entirety by, such agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.