ACKNOWLEDGMENT AND AGREEMENTAcknowledgment and 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;
ACKNOWLEDGMENT AND AGREEMENTAcknowledgment and 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 And • 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 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 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.
