STOCKHOLDERS AGREEMENTStockholders Agreement • September 7th, 2016 • InterMedia Partners VII LP • Cable & other pay television services • Delaware
This STOCKHOLDERS AGREEMENT, dated as of September 6, 2016 (this “Agreement”), is entered into by and among Hemisphere Media Group, Inc., a Delaware corporation (the “Company”), Gato Investments LP, a Delaware limited partnership (the “Investor”), InterMedia Hemisphere Roll-Over L.P., a Delaware limited partnership (the “Rollover SPV”), InterMedia Partners VII, L.P., a Delaware limited partnership (“IMPVII”), Gemini Latin Holdings, LLC, a Delaware limited liability company (the “General Partner”), Peter M. Kern, an individual (“Kern”), and Searchlight II HMT, L.P., a Delaware limited partnership (“Searchlight”).
ACKNOWLEDGMENT AND AGREEMENTLock-Up Agreement • October 25th, 2016 • InterMedia Partners VII LP • Cable & other pay television services
WHEREAS, the Forfeiture Shares are subject to that certain Lock-Up Agreement, dated as of January 22, 2013 (the “Agreement”), by and among the Company and certain investors named therein. Capitalized terms used herein and not otherwise defined are given the meaning assigned to such terms in the Agreement;
AMENDMENT NO. 1 TOStockholders Agreement • October 25th, 2016 • InterMedia Partners VII LP • Cable & other pay television services
This Amendment No. 1, dated as of October 21, 2016 (this “Amendment”), amends, as further set forth herein, the Stockholders Agreement, dated as of September 6, 2016 (the “Original SHA”), by and among Hemisphere Media Group, Inc., a Delaware corporation (the “Company”), Gato Investments LP, a Delaware limited partnership (the “Investor”), InterMedia Hemisphere Roll-Over L.P., a Delaware limited partnership (the “Rollover SPV”), InterMedia Partners VII, L.P., a Delaware limited partnership (“IMPVII”), Gemini Latin Holdings, LLC, a Delaware limited liability company (the “General Partner”), Peter M. Kern, an individual (“Kern”), and Searchlight II HMT, L.P., a Delaware limited partnership (“Searchlight”).
JOINT FILING AGREEMENTJoint Filing Agreement • October 25th, 2016 • InterMedia Partners VII LP • Cable & other pay television services
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an Exhibit (the “Schedule 13D”), and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts.
ACKNOWLEDGMENT AND AGREEMENTJoinder to Lock-Up Agreement • October 25th, 2016 • InterMedia Partners VII LP • Cable & other pay television services
WHEREAS, the Forfeiture Shares are subject to that certain Lock-Up Agreement, dated as of January 22, 2013 (the “Agreement”), by and among the Company and certain investors named therein. Capitalized terms used herein and not otherwise defined are given the meaning assigned to such terms in the Agreement;
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GATO INVESTMENTS LP (A Delaware Limited Partnership)Limited Partnership Agreement • September 7th, 2016 • InterMedia Partners VII LP • Cable & other pay television services • Delaware
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Gato Investments LP (this “Agreement”) is entered into as of [●], 2016, by and among Gemini Latin Holdings, LLC, a Delaware limited liability company, as the general partner of the Partnership, Searchlight II HMT, L.P., a Delaware limited partnership (the “Initial Searchlight Limited Partner”), as the limited partner of the Partnership and solely with respect to his obligations under Sections 8.1, 8.6, 8.7 and 11.2(g), Peter M. Kern (the “Principal”).
JOINT FILING AGREEMENTJoint Filing Agreement • April 6th, 2018 • InterMedia Partners VII LP • Cable & other pay television services
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D, and amendments thereto, relating to the Class A common stock, par value $0.0001 per share of Hemisphere Media Group, Inc. This Joint Filing Agreement shall be included as an Exhibit to such joint filing, and may be executed in any number of counterparts all of which together shall constitute one and the same instrument.
ACKNOWLEDGMENT AND AGREEMENTRegistration Rights Agreement • October 25th, 2016 • InterMedia Partners VII LP • Cable & other pay television services
This ACKNOWLEDGMENT AND AGREEMENT (“Acknowledgement”) to that certain Registration Rights Agreement, dated as of January 22, 2013 and as further amended from time to time (the “Agreement”), by and among the Hemisphere Media Group, Inc. (the “Company”) and certain Investors named therein is entered into as of October 21, 2016, by and among Peter M. Kern, an individual (the “Transferee”), InterMedia Partners VII, L.P., a Delaware limited partnership (the “Transferor”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
ACKNOWLEDGMENT AND AGREEMENTAcknowledgment and Agreement • October 25th, 2016 • InterMedia Partners VII LP • Cable & other pay television services
This ACKNOWLEDGMENT AND AGREEMENT (“Acknowledgement”) to that certain Registration Rights Agreement, dated as of January 22, 2013 and as further amended from time to time (the “Agreement”), by and among the Hemisphere Media Group, Inc. (the “Company”) and certain Investors named therein is entered into as of October 21, 2016, by and among Gato Investments LP, a Delaware limited partnership (the “Transferee”), InterMedia Partners VII, L.P., a Delaware limited partnership (“IMPVII”), and InterMedia Cine Latino, LLC, a Delaware limited liability company (together with IMPVII, the “Transferors”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
