ASSIGNMENT, ASSUMPTION AND AMENDMENT OF WARRANT AGREEMENTWarrant Agreement • January 23rd, 2013 • Azteca Acquisition Corp • Blank checks • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT OF WARRANT AGREEMENT (this "Agreement"), made as of [ • ], 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").
AGREEMENT AND PLAN OF MERGER BY AND AMONG HEMISPHERE MEDIA GROUP, INC., HEMISPHERE MERGER SUB I, LLC, HEMISPHERE MERGER SUB II, INC., HEMISPHERE MERGER SUB III, INC., AZTECA ACQUISITION CORPORATION, INTERMEDIA ESPAÑOL HOLDINGS, LLC AND CINE LATINO,...Merger Agreement • January 23rd, 2013 • Azteca Acquisition Corp • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of January 22, 2013 (this "Agreement"), is made by and among Hemisphere Media Group, Inc., a Delaware corporation ("Parent"), Hemisphere Merger Sub I, LLC, a Delaware limited liability company and an indirect wholly-owned Subsidiary of Parent ("IM Merger Sub"), Hemisphere Merger Sub II, Inc., a Delaware corporation and an indirect wholly-owned Subsidiary of Parent ("Azteca Merger Sub"), Hemisphere Merger Sub III, Inc., a Delaware corporation and an indirect wholly-owned Subsidiary of Parent ("Cine Merger Sub" and, together with IM Merger Sub and Azteca Merger Sub, the "Merger Subsidiaries"), Azteca Acquisition Corporation, a Delaware corporation ("Azteca"), InterMedia Español Holdings, LLC, a Delaware limited liability company ("IM"), and Cine Latino, Inc., a Delaware corporation and the direct parent of Parent ("Cine").
EQUITY RESTRUCTURING AND WARRANT PURCHASE AGREEMENTEquity Restructuring and Warrant Purchase Agreement • January 23rd, 2013 • Azteca Acquisition Corp • Blank checks • Delaware
THIS EQUITY RESTRUCTURING AND WARRANT PURCHASE AGREEMENT (this "Agreement"), dated as of January 22, 2013, by and among Azteca Acquisition Corporation, a Delaware corporation (the "Company"), Hemisphere Media Group, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Cinelatino (as defined below) ("Parent"), Azteca Acquisition Holdings, LLC, a Delaware limited liability company ("Sponsor"), Clive Fleissig ("Fleissig"), Juan Pablo Alban ("Alban"), John Engelman ("Engelman"), Alfredo E. Ayub ("Ayub", and together with Sponsor, Fleissig, Alban, and Engelman, collectively the "Existing Azteca Stockholders"), Brener International Group, LLC, a Delaware limited liability company ("BIG", and together with Fleissig and Alban, the "Existing Azteca Warrantholders"), InterMedia Partners VII, L.P., a Delaware limited partnership ("IM VII"), InterMedia Cine Latino, LLC, a Delaware limited liability company ("IMCL"), Cinema Aeropuerto, S.A. de C.V., a Mexican sociedad anónima de
