REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 10th, 2011 • Azteca Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2011, is made and entered into by and among Azteca Acquisition Corporation, a Delaware corporation (the “Company”) and Azteca Acquisition Holdings, LLC (the “Sponsor” and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2011 • Azteca Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 29, 2011, is made and entered into by and among Azteca Acquisition Corporation, a Delaware corporation (the “Company”), each of the undersigned parties listed under Holder on the signature page hereto and Azteca Acquisition Holdings, LLC (the “Sponsor” and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENTWarrant Agreement • July 6th, 2011 • Azteca Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 29, 2011, is by and between Azteca Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
10,000,000 Units AZTECA ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • July 6th, 2011 • Azteca Acquisition Corp • Blank checks • New York
Azteca Acquisition Corporation, a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of ten million units of the Company (the “Firm Units”), with each unit consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (collectively, the “Warrants”) to purchase one share of Common Stock. The respective amounts of the Firm Units to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to one million five hundred thousand (1,500,000) additional units of the Company (the “Option Units”) as set forth below. The terms of the Warrants are provided for in the form of Warrant Agreement (defined below).
INDEMNITY AGREEMENTIndemnity Agreement • June 10th, 2011 • Azteca Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2011, by and between AZTECA ACQUISITION CORPORATION, a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 6th, 2011 • Azteca Acquisition Corp • Blank checks • New York
This investment management trust agreement (“Agreement”) is made as of June 29, 2011 by and between Azteca Acquisition Corporation (the “Company”), a Delaware corporation and Continental Stock Transfer & Trust Company (the “Trustee”) located at 17 Battery Place, New York, New York 10004. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement.
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • April 22nd, 2011 • Azteca Acquisition Corp • Virgin Islands
This SPONSOR WARRANTS PURCHASE AGREEMENT (this “ Agreement ”) is made as of this 21st day of April, 2011 by and between Azteca Acquisition Corporation, a British Virgin Islands business company (the “ Company ”), having its principal place of business at 421 N. Beverly Drive, Suite 300, Beverly Hills, CA 90210 and Azteca Acquisition Holdings, LLC, a Delaware limited liability company (the “ Sponsor ”), having its principal place of business at 421 N. Beverly Drive, Suite 300, Beverly Hills, CA 90210.
June 29, 2011Letter Agreement • July 6th, 2011 • Azteca Acquisition Corp • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Azteca Acquisition Corporation, a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”) of 10,000,000 of the Company’s units (the “Units”), each comprised of one share of common stock, $.0001 par value per share, of the Company (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units shall be sold in the Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and shall be quoted and traded on the Over-the-Counter Bulletin Board. Certain capitalized terms used herein are defined in paragraph 11 h
Azteca Acquisition Corporation c/o Azteca Acquisition Holdings, LLC Beverly Hills, CA 90210Azteca Acquisition Corp • April 22nd, 2011 • Virgin Islands
We are pleased to accept the offer Azteca Acquisition Holdings, LLC (the “ Subscriber ”) has made to purchase 2,875,000 ordinary shares (the “ Shares ”) of no par value per share (the “ Ordinary Shares ”), up to 375,000 of which Shares are subject to complete or partial forfeiture (the “ forfeiture ”) by you as described in this Agreement if the underwriters of the initial public offering (“ IPO ”) of Azteca Acquisition Corporation, a British Virgin Islands corporation (the “ Company ”) do not fully exercise their over-allotment option (the “ Over-allotment Option ”). The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
FORM OF ASSIGNMENT, ASSUMPTION AND AMENDMENT OF WARRANT AGREEMENTWarrant Agreement • March 18th, 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,...Agreement and Plan of Merger • 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").
AZTECA ACQUISITION CORPORATIONAzteca Acquisition Corp • June 10th, 2011 • Blank checks • New York
SUPPORT AGREEMENTSupport Agreement • January 23rd, 2013 • Azteca Acquisition Corp • Blank checks • Delaware
SUPPORT AGREEMENT, dated as January 22, 2013 (this "Agreement"), among Azteca Acquisition Corporation, a Delaware corporation ("Azteca"), Hemisphere Media Group, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Cine (as defined below) ("Parent"), Azteca Acquisition Holdings, LLC, a Delaware limited liability company ("Sponsor"), Clive Fleissig, an individual ("Fleissig"), Juan Pablo Albán, an individual ("Albán"; and together with Sponsor and Fleissig, the "Azteca Stockholders"), Brener International Group, LLC, a Delaware limited liability company ("BIG"), InterMedia Partners VII, L.P., a Delaware limited partnership ("IMP"), InterMedia Cine Latino, LLC, a Delaware limited liability company ("IMCL"), Cinema Aeropuerto, S.A. de C.V., a Mexican sociedad anónima de capital variable ("Cinema Aeropuerto"), and James McNamara, an individual ("McNamara"; and, collectively with IMP, IMCL and Cinema Aeropuerto, the "Sellers").
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
AMENDMENT NO. 1 TO SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • July 6th, 2011 • Azteca Acquisition Corp • Blank checks • New York
This Amendment No. 1 (the “Amendment”), dated June 28, 2011, to that certain Sponsor Warrants Purchase Agreement (the “Agreement”) dated the 21st day of April, 2011, is made by and between Azteca Acquisition Corporation, a Delaware corporation (the “Company”), having its principal place of business at 421 N. Beverly Drive, Suite 300, Beverly Hills, CA 90210, and Azteca Acquisition Holdings, LLC, a Delaware limited liability company (the “Sponsor”), having its principal place of business at 421 N. Beverly Drive, Suite 300, Beverly Hills, CA 90210. All capitalized terms not defined herein shall have the same meaning ascribed to them in the Agreement.
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 23rd, 2013 • Azteca Acquisition Corp • Blank checks • New York
THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT(this "Amendment"), is dated as of January 22, 2013 by and between Azteca Acquisition Corporation, a Delaware corporation (the "Company") and Azteca Acquisition Holdings, LLC, a Delaware limited liability company ("Subscriber").
