EFTA Document EFTA01369730

Anna Arsairtera Co', HEM SPHERE Pro forma capitalization Share dote' $10.25 Diluted shares 21 40 0 Equity market value $410 Net debt $5 TEV 5416 Note: Units in million, except per share data. (1) Share price as of April 4. 2013. (2) Diluted shares include 30.0mm shares issued lo the sellers. 8.7mm shares owned by Azteca pubk shareholders, and 1.3m shares evened by Azleca sponsor. Sponsor returns Inveslmemt IPO (5129/11) Transaction dose (4/4113) •Shares a Wanants *Cash Note' Excludes value of c.arn.oul shares and warrants al transaction close. Value of shares at transaction close based on $10.25 share price as of April 4.2013. Deutsche Bank Corporate Banking 3 Securities (a) (b) (C) (6) Azteca Acquisition Corp. acquisition of InterMedia Espanol Holdings, LLC and Cine Latino, Inc. Transaction overview - Aztecs Acquisition Corp. rAztecaD announced a business combination with InterMedia Espanol Holdings. LLC (•WAPA") and Cine Latino, Inc. ("Cinelatino•). under a new holding company named Hemisphere Media Group. Inc. ("Hemisphere') on January 23. 2013 - transaction closed on Apnl 4, 2013 - Azteca is a Special Purpose Acquisition Company which raised $100mm in its June 2011 IPO Azteca sponsor forfeited 250.000 founder shares for no consideration and converted an additional 250.000 founder shares to earn-out shares(*) - All warrants restructured to reduce potential dilution by halfs - Azteca sponsor sold half of restructured warrants to Hemisphere for $1.17mm and WAPACine shareholders purchased these same warrants from Hemisphere for $1.17mm (exercisable into 1.17mm shares) - Special shareholder meeting was held on Apnl 4, 2013 to approve the transaction - 97% of the outstanding shares were voted in favor of the transaction and none against - 1,258.000 shares (512 6mm) were redeemed by public shareholders and 8,742.000 shares ($87.9mm) were unredeemed WAPA and Cinelatino overview - WAPA consists of the leading broadcast television network and television content producer in Puerto Rico ('WAPA Television"). and a unique Spanish-language cable television network serving Hispanics in the United States ("WAPA America") - WAPA Television, founded in 1954. is Puerto Rico's leading broadcast station with the highest primetime and full day ratings in Puerto Rico - offers over 30 hours per week of local news coverage - WAPA America features WAPA Television's news and entertainment programming and is available in over 5 million U.S. homes, with carriage on all major cable. satellite and telco providers - Cinelatino is the leading Spanish-language movie channel - 12 million subscribers on major cable, satellite and telco providers in the United States, Latin America and Canada - offers the largest selection of contemporary Spanish-language blockbusters and critically-acclaimed titles from Mexico. Latin America. Spain and the Caribbean Arleen sponsor has a lolal of 481,506 earn.oul shares 'hal vosl al $12.50 and 503,788 earn-oul shares !hal vest at $15 00. Each warrant, which was previously exercisable into one common shale, will be exercisable into one•hat of a common share. All warrant holders received a cash payment of $0 .50 per warrant and exorcise price was adjusted to $8.00 per half sharp (van $12.00 per share before restructuring). Class B common shares will vole on a 10:1 basis with Class A common shares. Half of the earn-out shares vest at a trading price of $12.50 and the other half vest at $15.00. Excludes earrooul shares. Hall of which veal al a trading price of $12.50 and the other hall vest al 515.03. Summary of deal terms Structure Consideration Approval Warrant Management Board of directors Lock-up - Azteca. WAPA and Cinelatino became indirect subsidiaries of new parent holding company, Hemisphere - $.5mm cash - $300mm Class B common shares', - 3.0mm earn-out Class B common shareslcl - 97% of shares voted in favor (none against) - 1,258.000 shares redeemed - All warrants restructured to reduce potential dilution by halts) - To include existing management team of WAPA and Cinelatino - Peter Kern (Chairman). Alan Sokol, Gabriel Brener, John Engelman, Leo Hindery, Jr., James McNamara. Eric Neuman, Vincent Sadusky, and Ernesto Vargas Guajardo One year lock-up for shares; earlier if price exceeds $11.50 following 150 days post closing. 30 days for warrants Pro forma ownership structure No. of shares Ownership Shares issued to the sellersla 30,060,000 75.0% Shares owned by Azteca public shareholders 8,742,000 21 9% Shares owned by Azteca sponsor ,C 1.264.706 3.2% Total shares 40,006,706 100.0% 44 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0062165 SDNY_GM_00208349 EFTA01369730