SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

Hemisphere Media Group, Inc.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

42365Q103

(CUSIP Number)

Mark J. Coleman

InterMedia Advisors, LLC

228 Park Avenue South, PMB 67521

New York, NY 10003-1502

(212) 503-2850

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 9, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 42365Q103 SCHEDULE 13D Page  2

1	NAME OF REPORTING PERSON   Gato Investments LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☒        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS    OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   -0-
	8	SHARED VOTING POWER   15,744,913(1) (See Items 3, 4 and 5)
	9	SOLE DISPOSITIVE POWER   -0-
	10	SHARED DISPOSITIVE POWER   15,744,913(1) (See Items 3, 4 and 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   15,744,913(1) (See Items 3, 4 and 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   43.2%(2)
14	TYPE OF REPORTING PERSON   PN

(1) Represents 15,744,913 shares of the Issuer’s Class B common stock, convertible at any time at the option of the holder thereof into an equal number of fully paid and non-assessable shares of the Issuer’s Class A common stock.

(2) Based on 20,680,326 shares of the Issuer’s Class A common stock issued and outstanding as of April 29, 2022 and including the Class B common stock described in note 1.

CUSIP No. 42365Q103 SCHEDULE 13D Page  3

1	NAME OF REPORTING PERSON   Gemini Latin Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☒        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS    OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   -0-
	8	SHARED VOTING POWER   15,744,913(1) (See Items 3, 4 and 5)
	9	SOLE DISPOSITIVE POWER   -0-
	10	SHARED DISPOSITIVE POWER   15,744,913(1) (See Items 3, 4 and 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   15,744,913(1) (See Items 3, 4 and 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   43.2%(2)
14	TYPE OF REPORTING PERSON   CO

(1) Represents 15,744,913 shares of the Issuer’s Class B common stock, convertible at any time at the option of the holder thereof into an equal number of fully paid and non-assessable shares of the Issuer’s Class A common stock.

(2) Based on 20,680,326 shares of the Issuer’s Class A common stock issued and outstanding as of April 29, 2022 and including the Class B common stock described in note 1.

CUSIP No. 42365Q103 SCHEDULE 13D Page  4

1	NAME OF REPORTING PERSON   Peter M. Kern
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☒        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS    OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   U.S.A.

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   876,384(1)(2)
	8	SHARED VOTING POWER   15,744,913(3) (See Items 3, 4 and 5)
	9	SOLE DISPOSITIVE POWER   876,384(1)(2)
	10	SHARED DISPOSITIVE POWER   15,744,913(3) (See Items 3, 4 and 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   16,621,297(1)(2) (See Items 3, 4 and 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   44.8%(3)
14	TYPE OF REPORTING PERSON   IN

(1) Includes 23,585 restricted shares of the Issuer’s Class A common stock granted to Mr. Kern in connection with his service on the Issuer’s Board of Directors pursuant to the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan. The number of restricted shares was calculated by dividing $300,000 by the closing share price of the Class A common stock on May 25, 2021, the date of grant. The restricted stock will vest on May 11, 2022, subject to Mr. Kern’s continued service as a director on such vesting date.

(2) Includes 650,000 shares of the Issuer’s Class B common stock, convertible at any time at the option of the holder thereof into an equal number of fully paid and non-assessable shares of the Issuer’s Class A common stock.

(3) Represents 15,744,913 shares of the Issuer’s Class B common stock, convertible at any time at the option of the holder thereof into an equal number of fully paid and non-assessable shares of the Issuer’s Class A common stock.

(4) Based on 20,680,326 shares of the Issuer’s Class A common stock issued and outstanding as of April 29, 2022 and including the shares held by Mr. Kern described in notes 2 and 3.

CUSIP No. 42365Q103 SCHEDULE 13D Page  5

This Amendment No. 7 (“Amendment No. 7”) amends and supplements the statement on Schedule 13D, dated April 15, 2013, as amended by Amendment No. 1 to the statement on Schedule 13D, dated August 4, 2015, Amendment No. 2 to the statement on Schedule 13D, dated September 7, 2016, Amendment No. 3 to the statement on Schedule 13D, dated October 25, 2016, Amendment No. 4 to the statement on Schedule 13D, dated April 6, 2018, Amendment No. 5 to the statement on Schedule 13D, dated May 10, 2021, and Amendment No. 6 to the statement on Schedule 13D, dated December 16, 2021 (as so amended, the “Schedule 13D”), and is being filed with the Securities and Exchange Commission (the “Commission”) by (i) Gato Investments LP, a Delaware limited partnership (the “Investor”); (ii) Gemini Latin Holdings, LLC, a Delaware limited liability company (the “General Partner”), the general partner of the Investor; and (iii) Peter M. Kern, the controlling person of the General Partner (each of the foregoing, a “Reporting Person,” and collectively, the “Reporting Persons”), relating to the shares of the Class A common stock, par value $0.0001 per share (“Class A common stock”), of Hemisphere Media Group, Inc., a Delaware corporation (the “Issuer”). Former reporting person Leo Hindery, Jr. is not included in this Amendment No. 7 as he is not deemed to be the beneficial owner of more than five percent of the shares of Class A common stock.

Item 2. Identity and Background.

This Item 2 is hereby amended and restated as below.

(a) This Schedule 13D is being filed on behalf of the following Reporting Persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):

(i) Gato Investments LP, a Delaware limited partnership (the “Investor”);

(ii) Gemini Latin Holdings, LLC, a Delaware limited liability company (the “General Partner”), the general partner of the Investor; and

(iii) Peter M. Kern, the controlling person of the General Partner.

(b) The principal business address for each of the Reporting Persons is c/o InterMedia Advisors, LLC, 228 Park Avenue South, PMB 67521, New York, NY 10003-1502.

(c) The Investor was formed in order to engage in the acquiring, holding and disposing of investments in the Issuer. The General Partner is the general partner of the Investor and was formed in order to engage in the acquiring, holding and disposing of investments in the Issuer. Peter M. Kern is the controlling person of the General Partner and is the Vice Chairman and Chief Executive Officer of Expedia Group, Inc., 1111 Expedia Group Way W., Seattle, WA 98119.

(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Investor is a Delaware limited partnership. The General Partner is a Delaware limited liability company. Mr. Kern is a United States citizen.

CUSIP No. 42365Q103 SCHEDULE 13D Page  6

Item 3. Source and Amount of Funds or Other Consideration.

This Item 3 is hereby supplemented by incorporating by reference the descriptions of the Equity Commitment Letter and Debt Commitment Letter (each as defined below) contained in Item 4 of this Schedule 13D.

Item 4. Purpose of Transaction.

This Item 4 is hereby supplemented by the addition of the information set forth below.

Merger Agreement

On May 9, 2022, the Issuer, Hemisphere Media Holdings, LLC, a subsidiary of the Issuer, HWK Parent, LLC (“Parent”), HWK Merger Sub 1, Inc. (“Merger Sub 1”), a subsidiary of Parent, and HWK Merger Sub 2, LLC (“Merger Sub 2”), a subsidiary of Merger Sub 1, entered into a merger agreement (the “Merger Agreement”), pursuant to which Merger Sub 1 will merge with and into the Issuer, with the Issuer as the surviving corporation (the “Merger”).

The Investor is the sole member of Parent. Searchlight II HMT, L.P., an affiliate of Searchlight Capital Partners, L.P., is the sole limited partner of the Investor (the “Limited Partner”). The purpose of the Merger is for the Investor to acquire all shares of Class A common stock and Class B common stock of the Issuer (the “Shares”) not otherwise held by the Investor and to cause the Issuer to become a wholly owned subsidiary of the Investor.

Immediately prior to the closing of the Merger, the Investor will contribute 15,744,913 shares (the “Gato Shares”) of Class B common stock to Parent, which shares will be cancelled for no consideration at the effective time of the Merger (the “Effective Time”). All Shares that are owned directly by Parent (or its equity holders), Merger Sub 1, Merger Sub 2 or any of their wholly owned subsidiaries or held in the treasury of the Issuer (collectively, the “Cancelled Shares”) will also be cancelled for no consideration at the Effective Time.

At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (including shares of Class A common stock underlying restricted shares of Class A common stock, but excluding any Cancelled Shares, any Dissenting Shares (as defined in the Merger Agreement) and the Gato Shares) will be cancelled and converted into the right to receive $7.00 per share in cash, without interest (the “Merger Consideration”).

Immediately prior to the Effective Time, each option to purchase Shares granted by the Issuer that is outstanding and unexercised immediately prior thereto, whether vested or unvested, will be cancelled and converted into the right to receive an amount in cash, if any and without interest, equal to the product obtained by multiplying (A) the aggregate number of Shares subject to such option immediately prior to the Effective Time by (B) the excess, if any, of the Merger Consideration over the exercise price per share of such option, less any applicable withholding taxes. Immediately prior to the Effective Time, except as set forth on the Company Disclosure Letter (as defined in the Merger Agreement), the restrictions on each share of Class A common stock underlying restricted shares of Class A common stock granted and then outstanding will lapse, and each such Share will be treated at the Effective Time the same as an outstanding Share not subject to any restrictions, subject to any applicable withholding taxes.

At the Effective Time, (i) the certificate of incorporation of the surviving corporation will be amended and restated in its entirety as set forth in an exhibit to the Merger Agreement, (ii) the bylaws of the surviving corporation will be amended and restated in their entirety in the form of the bylaws of Merger Sub 1 immediately prior to the Effective Time, except that the name of the surviving corporation will be the Issuer’s name, and (iii) the officers of the Issuer immediately prior to the Effective Time will be the officers of the surviving corporation and, unless otherwise determined by Parent prior to the Effective Time, the directors of Merger Sub 1 immediately prior to the Effective Time will be the directors of the surviving corporation.

CUSIP No. 42365Q103 SCHEDULE 13D Page  7

Concurrently with the Merger Agreement and as contemplated therein, the Issuer, through a subsidiary, agreed to sell its Spanish-language OTT subscription video-on-demand service featuring movies and a series known as “Pantaya” to TelevisaUnivision in exchange for cash and Puerto Rican radio assets owned by TelevisaUnivision.

Consummation of the Merger is subject to the satisfaction or waiver of specified closing conditions, including the approval of the Merger by the affirmative vote of holders of a majority of the outstanding Shares and holders of a majority of the outstanding Shares held by Disinterested Stockholders (as defined in the Merger Agreement), and other customary closing conditions.

Following the Merger, the Shares currently listed on the Nasdaq Stock Market will cease to be listed or traded, and will subsequently be de-registered under the Securities Exchange Act of 1934, as amended.

Commitment Letters

In connection with the Merger Agreement, Parent delivered to the Issuer an executed equity commitment letter (the “Equity Commitment Letter”) from Searchlight Capital II, L.P. and Searchlight Capital II PV, L.P. (together, the “Guarantors”) and countersigned by Parent, pursuant to which the Guarantors have agreed to provide up to $115 million in equity financing to Parent upon the date of the closing of the Merger, and a debt commitment letter (the “Debt Commitment Letter”) for a $360 million first lien term facility and a $35 million revolving facility, executed by Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Truist Bank, Truist Securities, Inc., Fifth Third Bank, National Association, Deutsche Bank AG New York Branch and Deutsche Bank Securities Inc. and countersigned by Merger Sub 2. It is expected that the aggregate proceeds of such debt and equity financings will be sufficient to consummate the Merger.

Voting and Support Agreement

On May 9, 2022, the Investor and Parent (the “Stockholders”) entered into a Voting and Support Agreement (the “Voting and Support Agreement”) with the Issuer, in connection with the Merger Agreement.

Pursuant to the Voting and Support Agreement, each Stockholder agreed to vote the Shares beneficially owned by it (i) in favor of the Merger and the transactions contemplated by the Merger Agreement, (ii) against any Alternative Acquisition Agreement (as defined in the Merger Agreement) and any other action or agreement, amendment of the Company’s organizational documents or other action that is intended or would reasonably be expected to prevent or delay the consummation of the transactions contemplated by the Merger Agreement, including the Merger, provided that if the Issuer terminates the Merger Agreement to enter into an Alternative Acquisition Agreement for a Superior Proposal (as defined in the Merger Agreement), the Stockholder will vote its Shares in the same proportion as the other stockholders of the Issuer with respect to any matter presented for approval by the Issuer with respect to such Superior Proposal, in accordance with the terms of the Voting and Support Agreement.

Each Stockholder also agreed not to, among other things, transfer its Shares, enter into any arrangement or understanding with respect to the transfer of its Shares, grant any proxies or enter into any voting agreement, power of attorney or voting trust with respect to its Shares, other than to its affiliates or pursuant to the Letter Agreement described below (in a manner consistent with the Issuer’s Amended and Restated Certificate of Incorporation).

The Voting and Support Agreement terminates upon the first to occur of (a) the termination of the Merger Agreement, other than to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal (as provided in the Merger Agreement), (b) if the Merger Agreement is terminated to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, the earliest to occur of the termination of the Alternative Acquisition Agreement and consummation of the transactions contemplated by such Alternative Acquisition Agreement, and (c) the Effective Time.

CUSIP No. 42365Q103 SCHEDULE 13D Page  8

Letter Agreement

On May 9, 2022, the Investor, the General Partner and Mr. Kern entered into a letter agreement (the “Letter Agreement”) with the Limited Partner, in connection with the Merger Agreement.

The parties agreed that prior to the closing of the Merger, the Investor will take, and the General Partner and Mr. Kern will direct the Investor to take, all actions in accordance with and as required by the Merger Agreement (and the other agreements related thereto), subject to certain notice and consent rights of the Limited Partner over material actions. The General Partner also agreed to exercise delegation rights to the Limited Partner consistent with the terms of the Amended and Restated Agreement of Limited Partnership of the Investor solely as required pursuant to the Merger Agreement to consummate the closing of the Merger and the transactions contemplated thereunder if, and only if, the General Partner and/or the Principal otherwise fail to take such actions. For the avoidance of doubt, such rights of the Limited Partner over material actions and the delegation rights to the Limited Partner do not apply to the Voting and Support Agreement.

The Letter Agreement terminates upon the earliest of (i) the date on which the Investor Transfers Control to the Limited Partner, (ii) the termination of the Amended and Restated Agreement of Limited Partnership of the Investor pursuant to Section 11.2 thereof, and (iii) the failure to obtain the stockholder approvals required under the Merger Agreement or the termination of the Merger Agreement pursuant to its terms.

The foregoing descriptions of the Merger Agreement, the Voting and Support Agreement and the Letter Agreement are not intended to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, Voting and Support Agreement and the Letter Agreement, which are filed as Exhibit 1, Exhibit 2 and Exhibit 3, respectively, to this Amendment and are incorporated by reference herein.

Item 5. Interest in Securities of the Issuer.

This Item 5 is hereby amended and restated as below.

Shares of the Issuer’s Class B common stock are convertible in whole or in part at any time at the option of the holder or holders thereof, into an equal number of fully paid and non-assessable shares of Class A common stock. The Issuer’s Class A common stock and Class B common stock have equal rights, except that holders of shares of Class A common stock are entitled to one vote for each such share and the holders of shares of the Issuer’s Class B common stock are entitled to ten votes for each such share on each matter properly submitted to the stockholder on which the holders of the Issuer’s common stock are entitled to vote.

The following information with respect to the ownership of shares of Class A common stock by the Reporting Persons filing this Schedule 13D is provided as of May 10, 2022:

(a)-(b) See rows (7) through (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Class A common stock and percentages of the shares of Class A common stock beneficially owned by the Reporting Persons and the number of shares of Class A common stock as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

The Reporting Persons may be deemed to beneficially own in the aggregate 16,621,297 shares of Class A common stock, representing approximately 44.8% of the outstanding shares of Class A common stock. By virtue of the relationships between and among the Investor, the General Partner and Mr. Kern described in Item 2 of this Schedule 13D, each of the General Partner and Mr. Kern may be deemed to share the power to direct the voting and disposition of the shares of Class A common stock beneficially owned by the Investor. Each of the General Partner and Peter M. Kern disclaims beneficial ownership of the shares of Class A common stock beneficially owned by such persons.

(c) The information set forth in Items 3 and 4 above is hereby incorporated by reference into this Item 5(c), as applicable.

CUSIP No. 42365Q103 SCHEDULE 13D Page  9

(d) Certain limited partners of the Investor have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Class A common stock beneficially held for the account of the Investor in accordance with their ownership interests in the Investor.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

This Item 6 is hereby supplemented by incorporating by reference Items 3 and 4 of this Schedule 13D.

Item 7. Material to be Filed as Exhibits.

Exhibit 1:	Agreement and Plan of Merger, dated as of May  9, 2022, by and among the Issuer, Hemisphere Media Holdings, LLC, HWK Parent, LLC, HWK Merger Sub 1, Inc. and HWK Merger Sub 2, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the Commission on May 10, 2022).
Exhibit 2:	Voting and Support Agreement, dated as of May  9, 2022, by and among the Issuer, Gato Investments LP and HWK Parent, LLC (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by the Issuer with the Commission on May  10, 2022).
Exhibit 3:	Letter Agreement, dated as of May 9, 2022, by and among Searchlight II HMT, L.P., Gemini Latin Holdings, LLC, Gato Investments LP and Peter M. Kern.
Exhibit 4:	Joint Filing Agreement, dated as of May 10, 2022, by and among Gato Investments LP, Gemini Latin Holdings, LLC and Peter M. Kern.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 10, 2022

GATO INVESTMENTS LP
By:	Gemini Latin Holdings, LLC
	its General Partner
By:	/s/ Peter M. Kern
	Name: Peter M. Kern
	Title: Managing Member
GEMINI LATIN HOLDINGS, LLC
By:	/s/ Peter M. Kern
	Name: Peter M. Kern
	Title: Managing Member
/s/ Peter M. Kern
PETER M. KERN

EX-99.3

Exhibit 3

Searchlight II HMT, L.P.

c/o Searchlight Capital Partners LLC

745 Fifth Avenue, 27th Floor

New York, New York 10151

May 9, 2022

VIA EMAIL

Gemini Latin Holdings, LLC

Peter Kern

Gato Investments LP

c/o InterMedia Partners, LP

228 Park Avenue South

PMB 67521

New York, NY 10003-1502

Attention: Mark J. Coleman, Esq.

Email: mcoleman@intermediaadvisors.com

Re: Matters Related to Gato Investments LP

Ladies and Gentlemen:

Reference is made to (i) that certain Amended and Restated Agreement of Limited Partnership of Gato Investments LP, a Delaware limited partnership (the “Partnership”), dated as of October 21, 2016 and amended on May 10, 2021 and December 15, 2021 (as may be further amended, restated, supplemented or otherwise modified from time to time, the “Partnership Agreement”), by and among Gemini Latin Holdings, LLC, a Delaware limited liability company (the “General Partner”), Searchlight II HMT, L.P., a Delaware limited partnership (the “Limited Partner”), and, solely with respect to his obligations under Sections 8.1, 8.6, 8.7 and 11.2(g) of the Partnership Agreement, Peter M. Kern (the “Principal”), and (ii) that certain Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Hemisphere Media Group, Inc., a Delaware corporation (the “Company”), Hemisphere Media Holdings, LLC, a Delaware limited liability company, HWK Parent, LLC, a Delaware limited liability company (“Parent”), HWK Merger Sub 1, Inc., a Delaware corporation and a 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”), pursuant to which Parent will acquire all of the outstanding equity interests of the Company not owned by the Partnership in accordance with the terms and conditions set forth therein (the “Transaction”). Each of the General Partner, the Limited Partner, the Principal and the Partnership shall be referred to herein as a “Party” and, collectively, as the “Parties”. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement.

In connection with the Transaction, the Parties agree to the terms and conditions of this letter agreement (this “Letter Agreement”) which will govern, as applicable, the actions by, and the relationship among, the Parties with respect to the Merger Agreement, the Transaction, the Partnership, the Partnership Agreement and any document or agreement associated with any of the foregoing (each, a “Transaction Agreement” and, collectively, the “Transaction Agreements”), and the transactions contemplated hereby and thereby.

1. Effectiveness. This Letter Agreement shall become effective on the date hereof and subject to the last sentence of this Section 1, shall terminate upon the earlier of (i) the date on which the Partnership Transfers Control (each as defined in the Partnership Agreement) to the Limited Partner (which shall only occur after receipt of all applicable approvals and consents required to be obtained under the Communications Laws and any other requisite Regulatory Approvals (as defined in the Partnership Agreement)); (ii) the termination of the Partnership Agreement pursuant to Section 11.2 thereof; and (iii) the failure to obtain the Required Company Stockholder Approval in accordance with Applicable Law and the certificate of incorporation and bylaws of the Company or the termination of the Merger Agreement pursuant to its terms; provided that any liability for such failure to comply with the terms of this Letter Agreement prior to the termination of this Letter Agreement, as applicable, shall survive such termination; provided, further, that, in the case of termination pursuant to clause (i) of this Section 1, this Letter Agreement shall survive until all or any portion of any merger consideration, termination fee, expense reimbursement or other payment (including, without limitation, the Company Termination Fee required to be paid by the Company to Parent pursuant to Section 8.03 of the Merger Agreement) is finally determined and paid in full; provided, further, that, in the case of termination pursuant to clause (iii) of this Section 1, the Partnership Agreement shall remain in full force and effect as of the date hereof. Notwithstanding anything to the contrary herein, the obligations of the Partnership and the Limited Partner set forth in Section 3, Section 4, Section 6, the last sentence of Section 9, Section 13, Section 14, and Section 17 shall survive the termination of this Letter Agreement.

2. Pre-Closing Actions.

(a) Prior to the Closing, except as expressly set forth in this Letter Agreement or except as otherwise prohibited or restricted by law or legal process, the Partnership shall take, and the General Partner and the Principal shall direct the Partnership to take, all actions in accordance with and as required by the Merger Agreement (and the other agreements related thereto); provided that, each of the Partnership, the General Partner or the Principal shall, prior to taking any material action, give two (2) Business Days’ advance written notice thereof to the Limited Partner, and the Limited Partner may, during such two (2) Business Day period, provide notice to the General Partner and the Principal that consent to such action is required from the Limited Partner and, in such case, the Limited Partner shall grant or withhold such consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, that the General Partner or the Principal shall only be required to provide notice to the Limited Partner (and shall not be required to wait for any response, notice or consent from the Limited Partner pursuant to the first proviso of this Section 2.a) if (1) the General Partner or the Principal is required to take any action that is required by law or (2) such action is required pursuant to the Merger Agreement and any delay in action (or any withholding or conditioning of an action) would constitute a breach of any provision or term of the Merger Agreement; provided, further, that, in accordance with Section 6, the General Partner and the Principal shall be fully indemnified and held harmless for any actions (or inactions) taken (or not taken) at the direction of the Limited Partner or its affiliates. For the avoidance of doubt, the rights of the Parties under this Letter Agreement (other than the rights provided by Section 4 and Section 6) shall not apply to the Voting and Support Agreement, dated as of the date hereof, by and among the Company, the Partnership and Parent (the “Voting and Support Agreement”).

2

(b) Subject to the last sentence of Section 5, following the satisfaction of the condition set forth in Section 7.01(a) of the Merger Agreement, if the General Partner and/or the Principal fail to take such actions when and as required pursuant to the terms of the Merger Agreement to (i) consummate the closing of the transactions contemplated by the Merger Agreement and (ii) satisfy any conditions to closing that theretofore remain unsatisfied, pursuant to Section 2.2(b) of the Partnership Agreement, to the extent permitted by law, the General Partner shall exercise its delegation rights set forth therein to the Limited Partner for the sole purpose of taking such actions when and as required pursuant to the terms of the Merger Agreement to consummate the closing and the transactions contemplated by the Merger Agreement; provided that such persons shall not make any regulatory filings (including with the SEC) on behalf of the Partnership without the prior consent of the General Partner (such consent not to be unreasonably withheld, conditioned or delayed) or take any action that could economically disadvantage the General Partner or the Principal (other than as it relates to the Partnership’s investment in the Company); provided, further, that (x) notwithstanding the foregoing and in accordance with Section 2.2(b) of the Partnership Agreement, the General Partner may revoke the delegation rights set forth above at any time and (y) for the avoidance of doubt, the delegation rights set forth above shall not apply to the Voting and Support Agreement.

(c) Nothing in this Letter Agreement shall prohibit or restrict the General Partner or the Principal from lawfully (i) cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by any Governmental Authority regarding a possible violation of any law; (ii) responding to any inquiry or legal process directed to the General Partner or the Principal individually from any such Governmental Authority; (iii) testifying, participating, or otherwise assisting in an action or proceeding by any such Governmental Authority relating to a possible violation of law; (iv) making any other disclosures that are protected under the whistleblower provisions of any applicable law; or (v) making disclosures to the General Partner’s or the Principal’s retained attorneys or advisors for the purposes of seeking advice relating to the matters referred to in this Letter Agreement. Nothing in this Letter Agreement requires the General Partner or the Principal to obtain prior authorization from the Partnership or the Limited Partner before engaging in any conduct described in items (i) through (v); provided that, to the extent practicable under the circumstances, the General Partner or the Principal shall notify the Limited Partner prior to engaging in any such conduct and reasonably consult with the Limited Partner and its attorneys and advisors with respect thereto.

(d) Prior to the closing of the transactions contemplated by the Merger Agreement, the Parties acknowledge and agree that neither of them shall take, and they shall each cause their respective officers, directors, employees and representatives not to take, any actions or omit to take any actions in such Parties control that would constitute a breach of the Partnership Agreement and/or cause the winding up, dissolution or other termination of the Partnership in accordance and pursuant to Article 11 of the Partnership Agreement.

3. Expense Reimbursement. Each Party agrees that any expense reimbursement to be paid by the Company to Parent under the Merger Agreement, and any other damages, costs, fees and expenses to be paid to Parent under or with respect to the Merger Agreement or the transactions contemplated thereby, shall (a) first be used to pay any Transaction Expenses (as defined below) not previously paid by the Limited Partner and (b) thereafter shall be allocated to the Limited Partner.

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4. Expenses. The Limited Partner shall pay all reasonable fees and expenses in connection with the Transaction and any out-of-pocket fees, costs and expenses incurred by the General Partner and the Principal (including the costs of third party advisors) in connection therewith (the “Transaction Expenses”) promptly upon the earlier of (a) the Closing Date and (b) the tenth (10) Business Days following the valid termination of the Merger Agreement in accordance with its terms.

5. Regulatory Matters; Efforts. Each Party shall use its reasonable best efforts to supply and provide all information in its possession (which information shall be accurate in all material respects) required in connection with any filings or notifications made to or any Governmental Authority in connection with the Transaction, the Transaction Agreements and the transactions contemplated thereby (including all applicable approvals and consents required to be obtained under applicable Communications Laws and any other requisite Regulatory Approvals (as defined in the Partnership Agreement)) and shall use reasonable best efforts to take such other actions as are required to cause Parent and each Merger Sub to comply with Section 6.03 (Appropriate Action; Consents; Filings) and Section 6.04 (Proxy Statement; Company Stockholder Meeting) of the Merger Agreement. Each Party shall use its reasonable best efforts to respond in a prompt manner to any requests from any Governmental Authority in connection with or in response to any such filings or notifications. Notwithstanding the foregoing, (a) any disclosure of such information shall be done in a manner consistent with applicable law, (b) any Party may, as it deems advisable or necessary after consultation with its legal advisor, reasonably designate any confidential or competitively sensitive information as for “outside counsel only,” and (c) materials provided to a Party or its counsel may be redacted to remove references concerning the valuation for the transactions contemplated by the Transaction Agreements. Notwithstanding anything to the contrary herein, nothing herein shall require a Party or any of its Affiliates (other than Parent) to take any action in connection with obtaining any Governmental Authority clearance required for the consummations of the Transaction other than providing the information pursuant to this Section 5 and responding to any requests for information from Parent or the Company that may be required in connection with any filings with any Governmental Authority. In no event shall the Principal or the General Partner be obligated to (1) disclose any confidential or proprietary information that does not relate to the Company or the Partnership to any Governmental Authority (unless required by law) or any other person in connection with the transactions contemplated by the Transaction Agreements nor will the Principal or the General Partner be required to disclose any information of the Principal or the General Partner that is unrelated to the Partnership or (2) take any action relating to the General Partner or the Principal’s assets or properties not relating to the Partnership’s investment in the Company.

6. Indemnification; Exculpation.

a. From and after the date hereof, the Limited Partner, and following the Closing, the Company (the “Indemnifying Parties”), shall and hereby will jointly and severally defend, indemnify and hold harmless each of the Partnership, the General Partner, the Principal and InterMedia Partners LP and each of their respective officers, directors, employees and representatives (each, an “Indemnified Party”) from and against, and reimburse each of the Indemnified Parties for all Liabilities of whatever nature and however arising that any Indemnified Party may suffer or incur, or become subject to, arising out of, relating to or as a result of the Transactions, this Letter Agreement (other than a dispute between the parties hereto relating to this Letter Agreement), the Merger Agreement or any claim, issue or matter therein, unless determined by a final non-appealable decision of a

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court of competent jurisdiction to have resulted primarily from such Indemnified Party’s bad faith, willful misconduct, willful and material breach or fraud; provided, however, that nothing set forth in this Section 6 shall affect the ability of the Limited Partner to enforce its rights and remedies under this Letter Agreement or the Partnership Agreement in accordance with the terms hereof or thereof.

b. In addition to, and without regard to any limitations on, the indemnification provided for in Section 6.a of this Letter Agreement, the Indemnifying Parties shall and hereby will defend, indemnify and hold harmless the Indemnified Party against all judgments, penalties, fines, amounts paid in settlement and expenses actually and reasonably incurred by the Indemnified Party, or on the Indemnified Party’s behalf, if the Indemnified Party is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by the Partnership) relating to the Transactions (other than a dispute between the parties hereto relating to this Letter Agreement), unless determined by a final non-appealable decision of a court of competent jurisdiction to have resulted primarily from such Indemnified Party’s bad faith, willful misconduct, willful and material breach or fraud.

c. The Limited Partner further agrees that none of the Indemnified Parties, will have any Liability to the Limited Partner or its respective affiliates, directors, officers, employees, agents, creditors or limited partners, directly or indirectly, related to or arising out of, or in connection with, this Letter Agreement, any related document or any matter referred to in, this Letter Agreement (including the Transaction Agreements), unless such Liability has been finally judicially determined to have resulted primarily from actions taken or omitted to be taken by such Indemnified Party where such action or omission constitutes bad faith, willful misconduct, willful and material breach or fraud.

d. For purposes of this Section 6:

i. “Liabilities” shall mean all claims, liabilities, obligations, charges, expenses or costs (including but not limited to reasonable and documented costs of investigation and defense and reasonable and documented attorneys’ and experts fees), damages, losses, judgments, orders, decrees, fines and penalties, including but not limited to, any of the foregoing that arise out of, are in respect of or relate to or occur as a direct or indirect consequence of any Proceeding, or of compliance with any judgment, order or decree issued or entered in connection with any Proceeding or any settlement agreement, stipulation or consent decree entered into or issued in settlement of any Proceeding, but excluding punitive damages and consequential damages resulting from any Proceeding or the settlement, judgment, or result thereof, except in each case, to the extent payable to a third party.

ii. “Proceeding” includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company, the Partnership or otherwise and whether civil, criminal, administrative or investigative, in which an Indemnified Party was, is or will be involved as a party or otherwise, by reason of the fact that such Indemnified Party is

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or was an officer or director of the Company or the General Partner of the Partnership, by reason of any action taken by him or of any inaction on his part while acting as an officer or director of the Company or as the General Partner of the Partnership in connection with the transactions contemplated by the Transaction Agreements.

The provisions of this Section 6 are in addition to any other indemnification provisions in favor of the Indemnified Parties.

7. Press Release; Communications. Unless otherwise required by law or the rules of any stock exchange or regulatory authority (including a self-regulatory organization), no Party or any of its Affiliates may issue any press release or otherwise make any public announcement or comment relating to the Transaction without prior coordination with (including allowing the other Parties a reasonable opportunity to comment on such press release or other public announcement or comment in advance of the issuance or publication thereof), and the prior written consent of, the other Parties; provided that no Party shall use any other Party’s or its Affiliates’ names, trademarks, or service marks (including, without limitation, the use of the Principal’s name), in each case, in connection with any press release or other public announcement or comment without the consent of the applicable Party (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, that, notwithstanding the foregoing, the Parties may use information disclosed in public filings by the Company with the Securities and Exchange Commission or contained in press releases or public communication by other Parties on such Parties’ websites; provided, further, that it is agreed by the Parties that the General Partner or the Principal, in response to a press inquiry relating to the Transaction, may respond to any such press inquiry relating to the Transaction to disclose the fact that neither the General Partner nor the Principal are initiating the Transaction. The Parties further agree that in no event shall the initial press release or other public announcement relating to the Transaction be issued without the prior review and consent (with consent via email being sufficient) of the General Partner and the Principal (such consent not to be unreasonably withheld, conditioned or delayed).

8. Representations, Warranties and Covenants of Each Party. Each Party hereby represents and warrants, severally and not jointly, as of the date hereof and as of the Closing Date, that:

(a) (i) The execution, delivery and performance of this Letter Agreement have been duly authorized by all necessary corporate or other organizational action by such Party and (if such Party is an entity) do not contravene any provision of such Party’s charter, partnership agreement, operating agreement or similar organizational documents or any Law or contractual restriction binding on such Party or its assets, and this Letter Agreement has been duly executed and delivered by such Party, (ii) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority reasonably necessary for the due execution, delivery and performance of this Letter Agreement by such Party have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this Letter Agreement, and (iii) this Letter Agreement constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally, or by general principles of equity).

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(b) Each Party specifically understands and agrees that no Party has made or will make any representation or warranty with respect to the terms, value or any other aspect of the transactions contemplated hereby, and each Party explicitly disclaims any warranty, express or implied, with respect to such matters. In addition, each Party specifically acknowledges, represents and warrants that it is not relying on any other Party (i) for its due diligence concerning, or evaluation of, the matters contemplated hereby, (ii) for its decision with respect to entering into this Letter Agreement or (iii) with respect to tax and other economic considerations involved in the matters contemplated hereby.

9. Amendments to the Partnership Agreement. In connection with the Merger Agreement and the Transaction, the Partnership Agreement is hereby amended as follows:

(a) The definition of “Expiration of Term” in Section 1.1 (Definitions) of the Partnership Agreement is hereby amended and restated in its entirety as follows:

“Expiration of Term” shall mean December 31, 2023, provided that if, on or prior to such date, a definitive agreement providing for a Change of Control Transaction has been entered into and such agreement remains in effect on December 31, 2023, then the Expiration of Term shall mean the earlier of (x) the date on which such transaction is consummated, (y) the date on which such definitive agreement is terminated in accordance with its terms and (z) the last day of the 180-day period following December 31, 2023; provided, further that such 180-day period shall be automatically extended for an additional 90 days if (A) such extension is required solely for purposes of obtaining any governmental consents and/or approvals required to consummate such transaction and (B) the General Partner reasonably determines in good faith (which determination the General Partner shall convey to the Searchlight Limited Partner in writing (which may be via email) prior to the end of such 180-day period) that such governmental consents and/or approvals are reasonably likely to be obtained within such additional 90-day period.

(b) Clause (a) of the definition of “Restructuring Event” in Section 1.1 (Definitions) of the Partnership Agreement is hereby amended and restated in its entirety as follows:

(a) the volume-weighted average price per share of Class A common stock, par value $0.0001 per share, of HMG (“Class A Shares”) on the Nasdaq Global Market during the regular trading session (and excluding pre-market and after-hours trading) over any one hundred twenty (120) consecutive trading days is below $3.00 per Class A Share;

(c) Clause (c) of the definition of “Restructuring Event” in Section 1.1 (Definitions) of the Partnership Agreement is hereby amended and restated in its entirety as follows:

(c) entry into any Related Party Transaction involving an amount in excess of $250,000 individually, or entry into any Related Party Transactions involving amounts in excess of $500,000 in the aggregate (other than any Related Party Transaction by the Partnership or its Affiliates to (i) acquire the remaining equity interests in the Company not owned by the Partnership, (ii) sell all of the equity interests in, and the business of, Pantaya, LLC, a Delaware limited liability company, or (iii) acquire all of the equity interests in Univision of Puerto Rico, Inc.); provided that the Searchlight Limited Partner shall first have notified the Independent Directors in writing that it believes such event has occurred and, if such event is capable of being cured such that the Related Party Transaction is voided in its entirety without any liability or obligations in connection therewith, HMG shall not have cured such event within ten Business Days of receipt of such notice by the Independent Directors;

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(d) Clause (g) of the definition of “Restructuring Event” in Section 1.1 (Definitions) of the Partnership Agreement is hereby amended and restated in its entirety as follows:

(g) (i) with respect to any bona fide third-party proposal for a Change of Control Transaction (for the avoidance of doubt, that was not made by any of the Investor Parties (as defined in the Stockholders Agreement) or any of their respective Affiliates) brought to the attention of the HMG board of directors or any committee thereof, (x) the Searchlight Limited Partner and the Searchlight Directors determine in good faith that such transaction would be reasonably capable of being agreed upon in a timely manner and on the terms proposed, if the potential counterparty were provided access to confidential information, management interviews and other due diligence customary for a transaction of the type being proposed, and (y) the Searchlight Limited Partner notifies the General Partner that such determination has been reached and (z) the Searchlight Directors, acting in their capacity as members of the HMG board of directors and in a manner consistent with the fiduciary duties to HMG and its stockholders that are applicable to all of HMG’s directors, vote for, or if no vote of directors of HMG is otherwise sought for such Change of Control Transaction, otherwise indicate in writing their support for pursuing, such Change of Control Transaction, and (ii) the General Partner and/or a majority of the board of directors of HMG oppose pursuing (or the continued pursuit of) such proposed Change of Control Transaction or withhold or withdraw their support for such proposed transaction; provided that no Restructuring Event will be deemed to have occurred pursuant to this clause (g) if the event giving rise thereto involved a breach by any Searchlight Person of Section 3.9(b) or Section 3.12 of the Stockholders Agreement;

For the avoidance of doubt, the execution and delivery of the Merger Agreement, the actions related thereto and the transactions contemplated thereby shall not constitute a Restructuring Event or a Termination Event under the Partnership Agreement; provided that, notwithstanding the foregoing, the Parties hereby waive any Termination Event resulting from the execution and delivery of the Merger Agreement, the actions related thereto and the transactions contemplated thereby; provided, further, that, notwithstanding the foregoing, the closing of an Acquisition Proposal constituting a Superior Proposal shall be deemed a Restructuring Event and a Termination Event under the Partnership Agreement.

In addition, for so long as the Partnership continues to exist, the Partnership shall remain obligated to pay the Management Fee (as defined in the Partnership Agreement) and reimburse the General Partner for its Partnership Expenses (as defined in the Partnership Agreement); provided that, pursuant to Section 3.1 of the Partnership Agreement, the Management Fee payable for 2023 (or thereafter) with respect to any period shorter than a calendar year shall be prorated based on the actual number of days in such period, and within ten (10) Business Days (as defined in the Partnership Agreement) following the occurrence of a Termination Event (as defined in the Partnership Agreement), and following receipt of wiring instructions in writing from the Limited Partner, the General Partner shall or shall cause its designee to reimburse to the Partnership, and the Partnership shall distribute to the Limited Partner, the prorated Management Fee for the remainder of the calendar year in which such Termination Event occurred.

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10. Post-Closing Matters. The Parties hereby agree that, following the Closing, (i) the General Partner shall remain the general partner of the Partnership until such time of receipt of all applicable approvals and consents required to be obtained under the Communications Laws with respect to the Transfer of Control of the Company to the Limited Partner (the “SCP Regulatory Clearance”); (ii) upon the Limited Partner’s request, the Partnership will begin obtaining the Regulatory Approvals (as defined in the Partnership Agreement) and use its reasonable best efforts to obtain as promptly as practicable such Regulatory Approvals (as defined in the Partnership Agreement), (iii) after receipt of the SCP Regulatory Clearance and any other requisite Regulatory Approvals (as defined in the Partnership Agreement), the Partnership shall, and the General Partner and the Principal shall cause the Partnership to, Transfer Control of the Company to the Limited Partner; and (iv) the Transfer of Control of the Company to the Limited Partner shall trigger the winding up of the Partnership pursuant to Section 11.2 of the Partnership Agreement (clauses (i), (ii), (iii) and (iv), collectively, the “Post-Closing Sequencing”).

11. Additional Documentation and Amendments. Each Party shall use its commercially reasonable efforts to enter into, or cause the amendment (or further amendment, as applicable) of, any relevant agreements (including, without limitation, the Partnership Agreement, the limited liability agreement of the General Partner and the Investment Advisory Agreement, dated as of October 21, 2016, by and among the Partnership, the General Partner and InterMedia Advisors, LLC, a Delaware limited liability company), as applicable, governing the ownership of securities in the Company and control and governance of the Partnership to (a) give effect to the principles contained in this Letter Agreement (including, without limitation, the Post-Closing Sequencing) and the intent of the Parties hereunder and (b) as reasonably necessary to consummate the Closing of the Transaction and to subsequently Transfer Control of the Company from the Partnership to the Limited Partner.

12. Further Assurances. The Parties agree that this Letter Agreement sets forth the intentions of the Parties with respect to the subject matter contained herein. Following the date hereof, the Parties shall work in good faith in order to take any additional steps necessary to reflect the principles set forth in this Letter Agreement and given effect to the intent of the Parties hereunder.

13. Miscellaneous. The provisions of Sections 12.3 (Severability), 12.8 (Rule of Construction), 12.12 (Governing Law; Jurisdiction) and 12.17 (Counterparts) of the Partnership Agreement shall apply to this Letter Agreement, mutatis mutandis. This Letter Agreement may be amended or modified only with the prior written consent of the Parties. Nothing expressed or mentioned in this Letter Agreement is intended or shall be construed to give any Person other than the Parties any legal or equitable right, remedy or claim under, in or in respect of this Letter Agreement or any provision herein contained.

14. Notices. Any notice or other communication required or permitted under this Letter Agreement shall be deemed to have been duly given and made (a) if in writing and served by personal delivery, (b) if delivered by email (if receipt is not confirmed via return email, the effective date of notice is the date of the original email), or (c) if delivered by certified mail, registered mail or courier service, return-receipt received, in each case, to the Party for whom it is intended at the address set forth below, with copies sent to the Persons indicated:

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If to the Limited Partner, to:
Searchlight Capital Partners, L.P.
745 Fifth Avenue, 26th Floor
New York, New York 10151
Attention:	Adam Reiss
	Nadir Nurmohamed
Email:	areiss@searchlightcap.com
	nnurmohamed@searchlightcap.com
with a copy (which shall not constitute notice) to:
Latham & Watkins LLP
1271 Avenue of the Americas
New York, New York 10020
Attention:	David S. Allinson
	David Beller
Email:	david.allinson@lw.com
	david.beller@lw.com
If to the General Partner, the Principal or the Partnership, to:
c/o InterMedia Partners, LP
228 Park Avenue South
PMB 67521
New York, NY 10003-1502
Attention:	Mark J. Coleman, Esq.
Email:	mcoleman@intermediaadvisors.com
with a copy (which shall not constitute notice) to:
Covington & Burling LLP
The New York Times Building
620 Eighth Avenue
New York, New York 10018
Attention:	Andrew W. Ment
Email:	ament@cov.com

Such addresses may be changed, from time to time, by means of a notice given in the manner provided in this Section 14.

15. Specific Performance. The Parties agree that irreparable damage would occur, and that the Parties would not have any adequate remedy at law, in the event that any of the provisions of this Letter Agreement were not performed in accordance with their specific terms or were otherwise breached (including failing to take such actions as are required of it hereunder to consummate the Transaction). It is accordingly agreed that the Parties shall only be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Letter Agreement and to specifically enforce the terms and provisions of this Letter Agreement, without proof of actual damages or otherwise, in addition to any other remedy to which any party is entitled at law or in equity. Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Letter Agreement and to enforce specifically the terms

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and provisions of this Letter Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The Parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy.

16. Non-Recourse. This Letter Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Letter Agreement, or the negotiation, execution or performance of this Letter Agreement may only be made against the entities that are expressly identified as Parties and no Non Party Affiliates (as defined below) or other Person shall have any liability for any obligations or liabilities of the Parties or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. For purposes of this Letter Agreement, “Non Party Affiliates” shall mean the Parties’ current and future affiliates, assignees, stockholders, general and limited partners, controlling persons, directors, officers, employees, agents, attorneys and other Representatives.

17. Release.

a. As an inducement to the Partnership, the General Partner and the Principal (the “Released Parties”) to enter into this Letter Agreement and each of the other documents to which it will be a party and consummate the transactions contemplated hereby and thereby and for other good and sufficient consideration, the Limited Partner, with the intention of binding itself and its Affiliates, assigns and any other person claiming by, through or under any of the foregoing (the “Releasors”), does hereby irrevocably release, acquit and forever discharge the Released Parties and each of its past and present affiliates and representatives, and all persons acting by, through, under or in concert with such persons (the “Releasees”), of and from any and all legal proceedings, demands, debts, promises, liabilities and losses of any nature whatsoever, known or unknown, suspected or unsuspected, fixed or contingent, direct, derivative, vicarious or otherwise, whether based in contract, tort or other legal, statutory or equitable theory of recovery, each as though fully set forth at length herein (collectively, a “Claim”), which the Releasors now have or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, act, omission or thing whatsoever in any way arising out of, based upon, or relating to the Released Parties’ involvement with the Transaction (subject to Section 17b, the “Released Matters”); provided, however, that nothing set forth in this Section 17 shall affect the ability of the Limited Partner to enforce its rights and remedies under this Letter Agreement or the Partnership Agreement in accordance with the terms hereof or thereof (including, in each case, for bad faith, willful misconduct, willful and material breach or fraud) (a “Permitted Claim”). The Limited Partner represents and warrants to each Released Party that neither it nor its affiliates has filed, and the Limited Partner shall not, and shall cause its affiliates not to, file or otherwise seek to assert or assist any other person in filing or otherwise seeking to assert, nor as of the date hereof has, any Claim arising out of or based upon any of the Released Matters against any of the Releasees (other than any Permitted Claim).

b. Notwithstanding the foregoing, nothing in this Letter Agreement shall be interpreted to release the Released Parties from any of their respective obligations to the Limited Partner under this Letter Agreement or the Partnership Agreement (including, in each case, for bad faith, willful misconduct, willful and material breach or fraud).

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18. No Third Party Beneficiaries. Nothing in this Letter Agreement shall confer any rights, remedies or claims upon any Person not a Party or a permitted assignee of a Party, except that the Indemnified Parties shall be third party beneficiaries of Section 6.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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Please confirm that the foregoing is in accordance with your understanding by signing and returning a copy of this Letter Agreement.

Sincerely,
SEARCHLIGHT II HMT, L.P.
By: Searchlight II HMT GP, LLC, its general partner
By:	/s/ Adam Reiss
	Name: Adam Reiss
	Title: Authorized Person

[Signature Page to Gato Letter Agreement]

Accepted and Agreed:

GEMINI LATIN HOLDINGS, LLC

By:	/s/ Peter Kern
	Name: Peter Kern
	Title: Managing Member
GATO INVESTMENTS LP
By:	Gemini Latin Holdings, LLC,
	its general partner
By:	/s/ Peter Kern
	Name: Peter Kern
	Title: Managing Member

/s/ Peter Kern

PETER M. KERN

[Signature Page to Gato Letter Agreement]

EX-99.4

Exhibit 4

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D, and amendments thereto, relating to the Class A common stock, par value $0.0001 per share of Hemisphere Media Group, Inc. This Joint Filing Agreement shall be included as an Exhibit to such joint filing, and may be executed in any number of counterparts all of which together shall constitute one and the same instrument.

In evidence thereof, each of the undersigned, being duly authorized, hereby executes this Joint Filing Agreement.

Date: May 10, 2022

GATO INVESTMENTS LP
By:	Gemini Latin Holdings, LLC
	its General Partner
By:	/s/ Peter M. Kern
	Name: Peter M. Kern
	Title: Managing Member
GEMINI LATIN HOLDINGS, LLC
By:	/s/ Peter M. Kern
	Name: Peter M. Kern
	Title: Managing Member
/s/ Peter M. Kern
PETER M. KERN