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, 2022Merger 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”).
VOTING AND SUPPORT AGREEMENTVoting 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”).
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, 2022Share 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”).
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, 2022Membership 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”).
