Hemisphere Media Group, Inc. Sample Contracts

Hemisphere Media Group, Inc. Class A Common Stock ($0.0001 par value per share) Underwriting Agreement
Underwriting Agreement • May 4th, 2015 • Hemisphere Media Group, Inc. • Cable & other pay television services • New York

The stockholders listed in Schedule I hereto (the “Selling Stockholders”) propose to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, 3,195,583 shares of Class A common stock, $0.0001 par value per share (“Common Stock”) of Hemisphere Media Group, Inc., a corporation organized under the laws of Delaware (the “Company”) (said shares to be sold by the Selling Stockholders being hereinafter called the “Underwritten Securities”). The Company proposes to grant to the Underwriters an option to purchase up to 479,337 additional shares of Common Stock from the Company (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representative as used herein shall mean you, as Underwriter, and the terms Representatives and Und

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Employment Agreement • November 17th, 2020 • Hemisphere Media Group, Inc. • Cable & other pay television services • Delaware

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated as of November 12, 2020, between Hemisphere Media Group, Inc., a Delaware corporation (the “Company”), and Craig D. Fischer (“Executive”).

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REGISTRATION RIGHTS AGREEMENT among HEMISPHERE MEDIA GROUP, INC. and certain holders identified herein Dated: January 22, 2013
Registration Rights Agreement • March 12th, 2013 • Hemisphere Media Group, Inc. • Cable & other pay television services • New York

WHEREAS, concurrently with the execution and delivery of this Agreement, the Company, Azteca Acquisition Corporation, a Delaware corporation (“Azteca”), InterMedia Español Holdings, LLC, a Delaware limited liability company (“WAPA”), Cine Latino, Inc., a Delaware corporation (“Cine”), Hemisphere Merger Sub I, LLC, a Delaware limited liability company (“IM Merger Sub”), Hemisphere Merger Sub II, Inc., a Delaware corporation (“Azteca Merger Sub”) and Hemisphere Merger Sub III, Inc., a Delaware corporation (“Cine Merger Sub”), are entering into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), pursuant to which (i) IM Merger Sub will be merged with and into WAPA (the “WAPA Merger”), (ii) Cine Merger Sub will be merged with and into Cine (the “Cinelatino Merger”) and (iii) Azteca Merger Sub will be merged with and into Azteca (the “Azteca Merger” and together with the WAPA Merger and the Cinelatino Merger, the “Mergers”). As a result, Azteca, WAPA and C

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HEMISPHERE MEDIA GROUP, INC. AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 15th, 2017 • Hemisphere Media Group, Inc. • Cable & other pay television services • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), is made, effective as of (hereinafter the “Date of Grant”), between Hemisphere Media Group, Inc. (the “Company”), and (the “Participant”).

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HEMISPHERE MEDIA GROUP, INC. AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Nonqualified Stock Option Award Agreement • March 15th, 2017 • Hemisphere Media Group, Inc. • Cable & other pay television services • Delaware

THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (the “Agreement”), is made, effective as of (hereinafter the “Date of Grant”), between Hemisphere Media Group, Inc. (the “Company”), and (the “Participant”).

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Contract
Employment Agreement • November 8th, 2021 • Hemisphere Media Group, Inc. • Cable & other pay television services • Delaware

EMPLOYMENT AGREEMENT (the “Agreement”) effective as of November 2, 2021 (the “Effective Date”), between Hemisphere Media Group, Inc., a Delaware corporation (the “Company”), and John Garcia (“Employee”).

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AGREEMENT AND PLAN OF MERGER BY AND AMONG HWK Parent, LLC, HWK Merger Sub 1, Inc., HWK Merger Sub 2, LLC, Hemisphere Media Group, Inc., AND Hemisphere Media Holdings, LLC Dated as of May 9, 2022
Merger Agreement • May 10th, 2022 • Hemisphere Media Group, Inc. • Cable & other pay television services • New York

THIS AGREEMENT AND PLAN OF MERGER, dated as of May 9, 2022 (this “Agreement”), is entered into by and among Hemisphere Media Group, Inc., a Delaware corporation (the “Company”), Hemisphere Media Holdings, LLC, a Delaware limited liability company and wholly owned indirect subsidiary of the Company (“Holdings LLC”), HWK Parent, LLC, a Delaware limited liability company (“Parent”), HWK Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub 1”), and HWK Merger Sub 2, LLC, a Delaware limited liability company and wholly owned subsidiary of Merger Sub 1 (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs” and each individually, a “Merger Sub”).

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CREDIT AGREEMENT dated as of July 30, 2013 And as Amended by Amendment No. 1 on July 31, 2014 And as Amended by Amendment No. 2 on February 14, 2017 among HEMISPHERE MEDIA HOLDINGS, LLC and INTERMEDIA ESPAÑOL, INC., as Borrowers, HMTV, LLC, as...
Credit Agreement • February 14th, 2017 • Hemisphere Media Group, Inc. • Cable & other pay television services • New York

CREDIT AGREEMENT dated as of July 30, 2013 (as amended by Amendment No. 1 on July 31, 2014 and Amendment No. 2 on February 14, 2017), among HEMISPHERE MEDIA HOLDINGS, LLC, a Delaware limited liability company (the “Lead Borrower”), INTERMEDIA ESPAÑOL, INC., a Delaware corporation (“WAPA PR” and, together with the Lead Borrower, the “Borrowers”), HMTV, LLC, a Delaware limited liability company (“Holdings”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given to it in Article I), JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Lenders.

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Contract
Employment Agreement • May 10th, 2021 • Hemisphere Media Group, Inc. • Cable & other pay television services • Delaware

EMPLOYMENT AGREEMENT (the “Agreement”) dated as of May 5, 2021, between Hemisphere Media Group, Inc., a Delaware corporation (the “Company”), and Paul Presburger (“Executive”).

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ASSIGNMENT, ASSUMPTION AND AMENDMENT OF WARRANT AGREEMENT
Warrant Agreement • April 4th, 2013 • Hemisphere Media Group, Inc. • Cable & other pay television services • New York

THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT OF WARRANT AGREEMENT (this “Agreement”), made as of April 4, 2013, is by and among Azteca Acquisition Corporation, a Delaware corporation (the “Company”), Hemisphere Media Group, Inc., a Delaware corporation (“Parent”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).

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Contract
Consulting Agreement • November 7th, 2019 • Hemisphere Media Group, Inc. • Cable & other pay television services • Delaware

AMENDED AND RESTATED CONSULTING AGREEMENT (the “Agreement”) dated as of August 13, 2019, between Hemisphere Media Group, Inc., a Delaware corporation (the “Company”), and James M. McNamara (“Consultant”).

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LOAN AGREEMENT dated as of March 31, 2011 by and among INTERMEDIA ESPANOL, INC. and TELEVICENTRO OF PUERTO RICO, LLC, as Borrowers, VARIOUS FINANCIAL INSTITUTIONS WHO ARE NOW OR MAY HEREAFTER BECOME PARTIES HERETO, as Lenders, THE BANK OF NOVA SCOTIA...
Loan Agreement • March 12th, 2013 • Hemisphere Media Group, Inc. • Cable & other pay television services • New York

THIS LOAN AGREEMENT is made as of the 31st day of March, 2011, by and among INTERMEDIA ESPANOL, INC., a Delaware corporation (“InterMedia Espanol”), TELEVICENTRO OF PUERTO RICO, LLC, a Delaware limited liability company (“Televicentro”, and collectively with InterMedia Espanol, the “Borrowers” and each individually, a “Borrower”), SCOTIABANK DE PUERTO RICO and the various other financial institutions which are now, or in accordance with Article XII hereof hereafter become, parties hereto and “Lenders” hereunder by execution of the signature pages to this Agreement or otherwise (collectively, with Scotia Capital, the “Lenders” and each individually, a “Lender”), THE BANK OF NOVA SCOTIA (“Scotia Capital”), as Administrative Agent for the Lenders and certain Secured Parties hereinafter described (in such capacity, together with their successors and assigns in such capacity, the “Administrative Agent”), Scotia Capital and RBC CAPITAL MARKETS, as Joint Lead Arrangers (in such capacity, the

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STOCKHOLDERS AGREEMENT
Stockholders Agreement • September 7th, 2016 • Hemisphere Media Group, Inc. • 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”).

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ACKNOWLEDGMENT AND AGREEMENT
Lock-Up Agreement • October 24th, 2016 • Hemisphere Media Group, Inc. • 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;

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CREDIT AGREEMENT dated as of July 30, 2013 And as Amended by Amendment No. 1 on July 31, 2014, Amendment No. 2 on February 14, 2017 and Amendment No. 3 on March 31, 2021 among HEMISPHERE MEDIA HOLDINGS, LLC and INTERMEDIA ESPAÑOL, INC., as Borrowers,...
Credit Agreement • April 6th, 2021 • Hemisphere Media Group, Inc. • Cable & other pay television services • New York
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HEMISPHERE MEDIA GROUP, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • April 15th, 2013 • Hemisphere Media Group, Inc. • Cable & other pay television services • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), is made, effective as of April 9, 2013 (hereinafter the “Date of Grant”), between Hemisphere Media Group, Inc. (the “Company”), and Alan J. Sokol (the “Participant”).

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HEMISPHERE MEDIA GROUP, INC. NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Nonqualified Stock Option Award Agreement • April 15th, 2013 • Hemisphere Media Group, Inc. • Cable & other pay television services • Delaware

THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (the “Agreement”), is made, effective as of April 9, 2013 (hereinafter the “Date of Grant”), between Hemisphere Media Group, Inc. (the “Company”), and Alan J. Sokol (the “Participant”).

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AMENDMENT NO. 1 TO
Stockholders Agreement • October 24th, 2016 • Hemisphere Media Group, Inc. • 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”).

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40,000,000 CREDIT FACILITY AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 17, 2011 by and among CINE LATINO, INC., as the Borrower, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES GENERAL ELECTRIC CAPITAL CORPORATION as...
Credit Agreement • March 12th, 2013 • Hemisphere Media Group, Inc. • Cable & other pay television services • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) dated as of June 17, 2011, by and among Cine Latino, Inc., a Delaware corporation (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party”, General Electric Capital Corporation, a Delaware corporation (in its individual capacity, “GE Capital”), as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender and such Lenders, amends and restates in its entirety the Credit Agreement (as amended to the date hereof, without giving effect to the amendments and restatements set forth herein, the “Original Credit Agreement”), dated as of August 2, 2007, among the Borrower, lenders from time to time party thereto and GE Capital, as agent for such lenders.

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ASSET PURCHASE AGREEMENT BY AND BETWEEN MEDIA WORLD, LLC AND HEMISPHERE MEDIA HOLDINGS, LLC Dated as of January 22, 2014
Asset Purchase Agreement • January 23rd, 2014 • Hemisphere Media Group, Inc. • Cable & other pay television services • Delaware

ASSET PURCHASE AGREEMENT, dated as of January 22, 2014 (this “Agreement”), by and among (i) Hemisphere Media Holdings, LLC, a Delaware limited liability company (the “Buyer”), (ii) Media World, LLC, a Florida limited liability company (the “Seller”), and (iii) Roger Huguet, Marta Turon and Imagina Contenidos Audiovisuales SLU, in each case, solely for purposes of Section 5.7 (the “Non-Compete Parties”).

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GUARANTY dated as of July 30, 2013 among HMTV, LLC, as Holdings, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent
Guaranty • July 31st, 2013 • Hemisphere Media Group, Inc. • Cable & other pay television services • New York

This GUARANTY, dated as of July 30, 2013, is among HMTV, LLC, a Delaware limited liability company (“Holdings”), HEMISPHERE MEDIA HOLDINGS, LLC, a Delaware limited liability company (the “Lead Borrower”), INTERMEDIA ESPAÑOL, INC., a Delaware corporation (“WAPA PR” and, together with the Lead Borrower, the “Borrowers”), the other Subsidiary Guarantors set forth on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent for the Secured Parties (as defined below).

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ACKNOWLEDGMENT AND AGREEMENT
Lock-Up Agreement • October 24th, 2016 • Hemisphere Media Group, Inc. • 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;

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Certain identified information has been excluded from the exhibit because it is both not material and would likely cause competitive harm to the Company if publicly disclosed.
Securities Purchase Agreement • April 6th, 2021 • Hemisphere Media Group, Inc. • Cable & other pay television services • Delaware

SECURITIES PURCHASE AGREEMENT, dated as of March 31, 2021 (this “Agreement”), by and among HMTV DTC, LLC, a Delaware limited liability company (the “Buyer”), Pantaya, LLC, a Delaware limited liability company (the “Company”), Artisan Home Entertainment Inc., a Delaware corporation (the “Seller”) and, solely for purposes of Section 10.14, Lions Gate Entertainment Inc., a Delaware corporation (the “Seller Guarantor” and, collectively, with the Buyer, the Seller and the Company, the “Parties”).

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INDEMNIFICATION AGREEMENT by and between HEMISPHERE MEDIA GROUP, INC. and as Indemnitee
Indemnification Agreement • March 15th, 2013 • Hemisphere Media Group, Inc. • Cable & other pay television services • Delaware

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2013, by and between Hemisphere Media Group, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.

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ACKNOWLEDGMENT AND AGREEMENT Joinder and Waiver to Registration Rights Agreement Relating to Hemisphere Media Group, Inc. Common Stock and Warrants
Joinder and Waiver to Registration Rights Agreement • April 3rd, 2015 • Hemisphere Media Group, Inc. • Cable & other pay television services • New York

WHEREAS, the undersigned (the “Transferees”) collectively own 2,972,582 shares of Class A common stock of Hemisphere Media Group, Inc., a Delaware corporation (the “Company”), acquired from Cinema Aeropuerto, S.A. de C.V., and wish to join that certain Registration Rights Agreement, dated as of January 22, 2013, by and among the Company and certain Investors named therein (as amended from time to time, the “Agreement”). Capitalized terms used herein and not otherwise defined are given the meaning assigned to such terms in the Agreement;

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Transaction Agreement • September 7th, 2016 • Hemisphere Media Group, Inc. • Cable & other pay television services
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STOCK REPURCHASE & LOCK-UP AGREEMENT
Stock Repurchase & Lock-Up Agreement • June 8th, 2016 • Hemisphere Media Group, Inc. • Cable & other pay television services • New York

STOCK REPURCHASE & LOCK-UP AGREEMENT (this “Agreement”), dated as of June 8, 2016 (the “Effective Date”), by and among HEMISPHERE MEDIA GROUP, INC., a Delaware corporation (the “Company”), and LUXOR CAPITAL GROUP, LP, a Delaware limited partnership (together with the entities identified in Schedule I, the “Seller”).

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VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • May 10th, 2022 • Hemisphere Media Group, Inc. • Cable & other pay television services • Delaware

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) dated as of May 9, 2022, is entered into by and between Hemisphere Media Group, Inc., a Delaware corporation (the “Company”) and the undersigned stockholders of the Company (each, a “Stockholder” and collectively, the “Stockholders”).

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SHARE PURCHASE AGREEMENT by and among HMTV DTC, LLC, UNIVISION OF PUERTO RICO, INC., Univision Puerto Rico Station Operating Company and SOLELY FOR PURPOSES OF SECTION 11.14, TELEVISAUNIVISION, INC., AS SELLER GUARANTOR Dated as of May 9, 2022
Share Purchase Agreement • May 10th, 2022 • Hemisphere Media Group, Inc. • Cable & other pay television services • Delaware

THIS SHARE PURCHASE AGREEMENT, dated as of May 9, 2022 (this “Agreement”), is made and entered into by and among HMTV DTC, LLC, a Delaware limited liability company (the “Buyer”), Univision of Puerto Rico, Inc., a Delaware corporation (the “Company”), and Univision Puerto Rico Station Operating Company, a Delaware corporation (the “Seller”), and, solely for purposes of Section 11.14, TelevisaUnivision, Inc., a Delaware corporation (the “Seller Guarantor” and, collectively, with the Buyer, the Seller and the Company, the “Parties”).

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MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among Univision Puerto Rico Station Operating Company HMTV DTC, LLC pantaya, llc and solely for purposes of Section 11.14, HEMISPHERE MEDIA Holdings, llc as THe Seller Guarantor Dated as of May 9, 2022
Membership Interest Purchase Agreement • May 10th, 2022 • Hemisphere Media Group, Inc. • Cable & other pay television services • Delaware

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of May 9, 2022 (this “Agreement”), is made and entered into by and among Univision Puerto Rico Station Operating Company, a Delaware corporation (the “Buyer”), Pantaya, LLC, a Delaware limited liability company (the “Company”), and HMTV DTC, LLC, a Delaware limited liability company (the “Seller”), and, solely for purposes of Section 11.14, Hemisphere Media Holdings, LLC, a Delaware limited liability company (the “Seller Guarantor” and, collectively, with the Buyer, the Seller and the Company, the “Parties”).

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Contract
Employment and Advisory Services Agreement • March 28th, 2014 • Hemisphere Media Group, Inc. • Cable & other pay television services • Delaware

AMENDED AND RESTATED EMPLOYMENT AND ADVISORY SERVICES AGREEMENT (the “Agreement”) dated as of September 30, 2013, and effective as of August 22, 2013, by and among Televicentro of Puerto Rico, LLC, a Delaware limited liability company (the “Company”), Hemisphere Media Group, Inc., a Delaware corporation and indirect parent of the Company (“Hemisphere”), and Jose E. Ramos (“Executive”).

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LOCK-UP AGREEMENT
Lock-Up Agreement • March 12th, 2013 • Hemisphere Media Group, Inc. • Cable & other pay television services • Delaware

LOCK-UP AGREEMENT, dated January 22, 2013 (as may be amended, supplemented or modified from time to time in accordance with the terms hereof, this “Agreement”), among Hemisphere Media Group, Inc., a Delaware corporation (the “Company”), InterMedia Español Holdings, LLC, a Delaware limited liability company (“IM”), Cine Latino, Inc., a Delaware corporation (“Cine”), and the parties identified as “IM Investor”, “Cine Investors” and “Azteca Investors” (collectively, the “Investors”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

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AMENDMENT NO. 2 TO STOCKHOLDERS AGREEMENT
Stockholders Agreement • August 5th, 2019 • Hemisphere Media Group, Inc. • Cable & other pay television services

This Amendment No. 2, dated as of June 9, 2019 (this “Amendment”), amends, as further set forth herein, the Stockholders Agreement, dated as of September 6, 2016 (as amended by Amendment No. 1 (as defined below), 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”).

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