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  Exhibit 10.1    
    


 
    EXECUTION COPY    
    


 
    SUPPORT AGREEMENT    
    


        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"). 


        WHEREAS,
as of the date hereof, (a) Sponsor owns 2,080,000 shares (the "Sponsor Shares") of common stock, par value $0.0001 per
share, of Azteca ("Azteca Common Stock"), (b) Fleissig owns
160,000 shares of Azteca Common Stock (the "Fleissig Shares") and (c) Albán owns 160,000 shares of Azteca Common Stock (the
"Albán Shares" and, collectively with the Sponsor Shares and the Fleissig Shares, the "Azteca
Shares"); 


        WHEREAS,
as of the date hereof, (a) BIG owns 4,044,445 Sponsor Warrants (the "BIG Warrants"), (b) Fleissig owns 311,111
Sponsor Warrants (the "Fleissig Warrants") and (c) Albán owns 311,111 Sponsor Warrants (the
"Albán Warrants"); 


        WHEREAS,
as of the date hereof, IMP owns all of the issued and outstanding membership interests (the "IM Membership Interests") of
InterMedia Español Holdings, LLC, a Delaware limited liability company ("IM"); 


        WHEREAS,
as of the date hereof, (a) IMCL owns 1,425,000 shares (the "IMCL Shares") of common stock, par value $.01 per share
("Cine Common Stock"), of Cine Latino, Inc., a Delaware corporation ("Cine"), (b) Cinema
Aeropuerto owns 1,425,000 shares (the "Cinema Aeropuerto Shares") of Cine Common Stock and (c) McNamara owns 150,000 shares (the
"McNamara Shares"; and collectively with the Cinema Aeropuerto Shares and the IMCL Shares, the "Cine
Shares") of Cine Common Stock; and 


        WHEREAS,
Azteca, Parent, IM, Cine and certain others propose to enter into, simultaneously herewith, an Agreement and Plan of Merger (the "Merger
Agreement"; terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement), a draft of which has been made available to each
party hereto. 


        NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein and in the Merger Agreement, and intending to be legally bound hereby, the
parties hereto hereby agree as follows: 


        1.    Agreement to Vote or Execute Written Consents.    



        (a)   The
Azteca Stockholders hereby agree (and agree to execute such documents or certificates evidencing such agreement as IM or Cine may reasonably request) to vote, at any
meeting of the stockholders of Azteca, and in any action by written consent of the stockholders of Azteca, all of the Azteca Shares (i) in favor of the approval and adoption of the Merger
Agreement and approval of the Azteca Merger and all other transactions contemplated by the Merger Agreement and this Agreement, (ii) without limitation of the preceding clause (i), in
favor of any proposal to adjourn or postpone any meeting of the stockholders of Azteca at which the matters described in the preceding clause (i) are submitted for the consideration and vote of
the stockholders of Azteca to a later date if there are not sufficient votes for approval of such matters on the date on which the meeting is held, (iii) against any action, agreement or
transaction (other 








 

than
the Merger Agreement or the transactions contemplated thereby) or proposal (including any Alternative Proposal) that would result in a breach of any covenant, representation or warranty or any
other obligation or agreement of Azteca under the Merger Agreement or that could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled, and
(iv) in favor of any other matter necessary to effect the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon by the stockholders of Azteca. 



        (b)   To
the fullest extent permitted by applicable Law, the Azteca Stockholders, severally and not jointly and severally, hereby waive any rights of appraisal or rights to
dissent from the Azteca Merger that they may have under applicable Law. 


        (c)   The
Azteca Stockholders, severally and not jointly and severally, hereby revoke (or cause to be revoked) any and all previous voting proxies granted with respect to the
voting of any of the Azteca Shares. 


        (d)   IMP
hereby agrees, in its capacity as sole member of IM, to, immediately after the execution and delivery of the Merger Agreement, deliver a written consent approving
the Merger Agreement and the consummation of the transactions contemplated thereby, including the IM Merger, and not to withdraw such written consent unless and until the Merger Agreement shall be
terminated in accordance with its terms. 


        (e)   IMCL,
Cinema Aeropuerto and McNamara, severally and not jointly and severally, each agrees, in its capacity as a stockholder of Cine, to, immediately after the execution
and delivery of the Merger Agreement, deliver a unanimous written consent approving the Merger Agreement and the consummation of the transactions contemplated thereby, including the Cine Merger, and
not to withdraw such written consent unless and until the Merger Agreement shall be terminated in accordance with its terms. 



        (f)    Parent
agrees, in its capacity as sole member of Hemisphere Media Holdings, LLC ("Holdco"), to cause Holdco, in
its capacity as sole member of Hemisphere Merger Sub I, LLC and sole stockholder of Hemisphere Merger Sub II, Inc. and Hemisphere Merger Sub III, Inc. to, immediately after the
execution and delivery of the Merger Agreement, deliver a written consent approving the Merger Agreement and the consummation of the transactions contemplated thereby, including the Azteca Merger, the
IM Merger and the Cine Merger and not to withdraw such written consent unless and until the Merger Agreement shall be terminated in accordance with its terms. 



        (g)   Each
of BIG, Fleissig and Albán, severally and not jointly and severally, hereby irrevocably consent and agree to the Warrant Amendment. 


        (h)   Each
of IMP, Cinema Aeropuerto and Sponsor, severally and not jointly and severally, agree that at least one designee named by such person to be a director on the Board
of Directors of Parent in accordance with Section 1.6(d) of the Merger Agreement shall qualify as 'independent' under NASDAQ rules and willing and able to serve on the audit committee of the
Board. 




        2.    Transfer.    Each of the Azteca Stockholders and the Sellers, severally and not jointly and severally, agrees
that it shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of Law), incur any lien, pledge, dispose of or otherwise encumber (each, a
"Transfer") any of the Azteca Shares, the IM Membership Interests or the Cine Shares, as applicable, or otherwise agree to do any of the foregoing,
(b) deposit any Azteca Shares, the IM Membership Interests or the Cine Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with
respect thereto that is inconsistent with this Agreement, (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, 


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assignment,
transfer (including by operation of Law) or other disposition of any Azteca Shares, the IM Membership Interests or the Cine Shares or (d) take any action that would make any
representation or warranty of such party herein untrue or incorrect in any material respect or have the effect of preventing or disabling such party from performing its obligations hereunder;  provided,
however, such restrictions shall not be applicable to a Transfer of any of the Azteca Shares,
the IM Membership Interests or the Cine Shares (or any interest therein), as applicable: (A) if such transferor is an individual, (i) to any member of such transferor's immediate family,
(ii) to a trust for the benefit of such transferor or any such transferor's immediate family or (iii) upon such transferor's death, (B) if such transferor is an entity, to one or
more partners, members, stockholders or other equity owners of such transferor or to an affiliated entity under common control with such transferor or (C) for philanthropic purposes;  provided,
further, that in the case of clauses (A), (B) and (C), a Transfer pursuant to
this Section 2 shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Azteca, to be bound by all of
the terms of this Agreement (including, without limitation, making the same representations and warranties as specified below). 


        3.    Sponsor Working Capital Loans.    The Sponsor shall loan Azteca such funds as may be necessary to fund working
capital of Azteca in an amount not to exceed $250,0000, which loan shall be repaid by Azteca or Parent at or prior to the Closing of the Transactions. Such loan shall not bear interest and shall be
evidenced by a promissory note of Azteca in substantially the same form as the promissory note delivered by Azteca to the Sponsor dated April 20, 2011. 



        4.    Further Actions.    Each of the parties to this Agreement agrees to use its reasonable best efforts to take, or
cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties to this Agreement in doing, all things necessary, proper or advisable to consummate
and make effective, in the most expeditious manner practicable, the Transaction and to cause the conditions set forth in Article VII of the Merger Agreement to be satisfied as promptly as
practicable. 


        5.    Representations and Warranties of the Azteca Stockholders and BIG.    Each of the Azteca Stockholders and BIG,
severally and not jointly and severally, represents and warrants to each Seller as follows (such representations and warranties shall be deemed to be made only by the person making such
representations and warranties): 



        (a)   Each
of Sponsor and BIG is a limited liability company duly formed, validly existing and in good standing under the laws of the state of its organization. Each of
Sponsor and BIG has all requisite organizational power and authority to own, lease and operate its properties and carry on its business as presently owned or conducted, except where the failure to be
so organized, existing and in good standing or to have such power or authority would not, individually or in the aggregate, reasonably be expected to materially impair Sponsor's or BIG's ability to
perform its obligations under this Agreement. 


        (b)   Each
Azteca Stockholder and BIG has full requisite authority and power to execute, deliver and perform this Agreement and to consummate the transactions contemplated
hereby. The execution of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all required action on the part of each Azteca Stockholder
and BIG and no other proceedings on the part of each Azteca Stockholder or BIG are necessary to authorize this Agreement and the consummation of the transactions contemplated hereby. This Agreement
has been duly executed and delivered by each Azteca Stockholder and BIG and, assuming that this Agreement constitutes the legal, valid and binding obligation of the other parties hereto, constitutes
the legal, valid and binding obligation of each Azteca Stockholder and BIG, enforceable against each Azteca Stockholder and BIG in accordance with its terms, except to the extent that the
enforceability thereof may be limited by (i) applicable bankruptcy, 



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insolvency,
fraudulent conveyance, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors' rights and remedies; and (ii) general
principles of equity. 


        (c)   The
execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by each Azteca Stockholder and BIG and the performance by each
Azteca Stockholder and BIG of its obligations hereunder (i) does not result in any violation of the organizational documents of Sponsor and BIG; (ii) does not conflict with, or result in
a breach of any of the terms or provisions of, or constitute a default under any material Contract to which each Azteca Stockholder or BIG is a party, or by which each Azteca Stockholder or BIG or any
of its properties is bound and (iii) does not violate in any material respect any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Authority having
jurisdiction over each Azteca Stockholder or BIG; provided, however, that no representation or warranty
is made in the foregoing clauses (ii) or (iii) with respect to matters that would not, individually or in the aggregate, reasonably be expected to materially impair each Azteca
Stockholder or BIG's ability to perform its obligations under this Agreement. 


        (d)   Except
for applicable requirements of Competition Laws and the Communications Act, no authorization or approval or other action by, and no notice to or filing with, any
Governmental Authority will be required to be obtained or made by each Azteca Stockholder or BIG in connection with the due execution, delivery and performance by each Azteca Stockholder or BIG of
this Agreement and the consummation by each Azteca Stockholder or BIG of the transactions contemplated hereby; provided,  however, that no representation
and warranty is made with respect to authorizations, approvals, notices or filings with any Governmental Authority that,
if not obtained or made, would not, individually or in the aggregate, reasonably be expected to materially impair each Azteca Stockholder or BIG's ability to perform its obligations under this
Agreement. 


        (e)   Sponsor
holds, beneficially and of record, good, valid and marketable title to the Sponsor Shares, free and clear of all Encumbrances, other than (1) Permitted
Encumbrances set forth in clause (viii) of the definition of Permitted Encumbrances and (2) the transfer restrictions described in each of (x) the Letter Agreement delivered to
Azteca by Sponsor (and each of its members), Fleissig, Alban, John Engelman and Alfredo E. Ayub dated June 29, 2011 (the "Letter Agreement") and
(y) the Securities Purchase Agreement among Azteca and Sponsor (and any transferees of Sponsor agreeing to be bound by the restrictions set forth therein) dated April 15, 2011 (as
amended, the "Securities Purchase Agreement", and together with Letter Agreement, the "Existing Lock Up
Agreements"). 


        (f)    Fleissig
holds, beneficially and of record, good, valid and marketable title to the Fleissig Shares and Fleissig Warrants, free and clear of all Encumbrances, other than
(1) Permitted Encumbrances set forth in clause (viii) of the definition of Permitted Encumbrances and (2) the transfer restrictions described in the Existing Lock Up Agreements. 


        (g)   Albán
holds, beneficially and of record, good, valid and marketable title to the Albán Shares and Albán Warrants, free and
clear of all Encumbrances, other than (1) Permitted Encumbrances set forth in clause (viii) of the definition of Permitted Encumbrances and (2) the transfer restrictions described
in the Existing Lock Up Agreements. 


        (h)   BIG
holds, beneficially and of record, good, valid and marketable title to the BIG Warrants, free and clear of all Encumbrances, other than (1) Permitted
Encumbrances set forth in clause (viii) of the definition of Permitted Encumbrances and (2) the transfer restrictions described in the Existing Lock Up Agreements. 



        (i)    Sponsor
has sufficient funds available to comply with its obligations under Section 3 of this Agreement. 



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        6.    Representations and Warranties of each Seller.    Each Seller, severally and not jointly and severally,
represents and warrants to Azteca as follows (such representations and warranties shall be deemed to be made only by the person making such representations and warranties): 



        (a)   Such
Seller (other than McNamara) is duly formed, validly existing and, to the extent applicable under the laws of the corresponding jurisdiction, in good standing under
the laws of the jurisdiction of its organization. Such Seller (other than McNamara) has all requisite organizational power and authority to own, lease and operate its properties and carry on its
business as presently owned or conducted, except where the failure to be so organized, existing and in good standing or to have such power or authority would not, individually or in the aggregate,
reasonably be expected to materially impair such Seller's ability to perform its obligations under this Agreement. 



        (b)   Such
Seller has full requisite authority and power to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution
of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all required action on the part of such Seller, to the extent required under
applicable law or such Seller's organizational documents, and no other proceedings on the part of such Seller are necessary to
authorize this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Seller and, assuming that this Agreement constitutes
the legal, valid and binding obligation of the other parties hereto, constitutes the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms,
except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws from time to time
in effect affecting generally the enforcement of creditors' rights and remedies; and (ii) general principles of equity. 


        (c)   The
execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by such Seller and the performance by such Seller of its
obligations hereunder (i) does not result in any violation of the organizational documents of such Seller (other than McNamara); (ii) does not conflict with, or result in a breach of any
of the terms or provisions of, or constitute a default under any material Contract to which such Seller is a party, or by which such Seller or any of its properties is bound and (iii) does not
violate in any material respect any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over such Seller;  provided, however, that no representation or warranty is made in the foregoing clauses (ii) or
(iii) with respect to matters that would not, individually or in the aggregate, reasonably be expected to materially impair such Seller's ability to perform its obligations under this
Agreement. 


        (d)   Except
for applicable requirements of Competition Laws and the Communications Act, no authorization or approval or other action by, and no notice to or filing with, any
Governmental Authority will be required to be obtained or made by such Seller in connection with the due execution, delivery and performance by such Seller of this Agreement and the consummation by
such Seller of the transactions contemplated hereby; provided, however, that no representation and
warranty is made with respect to authorizations, approvals, notices or filings with any Governmental Authority that, if not obtained or made, would not, individually or in the aggregate, reasonably be
expected to materially impair such Seller's ability to perform its obligations under this Agreement. 


        (e)   IMCL
holds, beneficially and of record, good, valid and marketable title to the IMCL Shares, free and clear of all Encumbrances, other than (1) Permitted
Encumbrances set forth in clause (ix) of the definition of Permitted Encumbrances, all of which will be released as of the Closing, (2) Permitted Encumbrances set forth in
clause (viii) of the definition of Permitted Encumbrances and (3) Encumbrances under Article VI of the First Amended and Restated Stockholders Agreement of Cine
Latino, Inc., dated as of May 1, 2008 (the "Cine Stockholders Agreement"), all of which will be released as of the Closing. 



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        (f)    Cinema
Aeropuerto holds, beneficially and of record, good, valid and marketable title to the Cinema Aeropuerto Shares, free and clear of all Encumbrances, other than
(1) Permitted Encumbrances set forth in clause (ix) of the definition of Permitted Encumbrances, all of which will be released as of the Closing, (2) Permitted Encumbrances set
forth in clause (viii) of the definition of Permitted Encumbrances and (3) Encumbrances under Article VI of the Cine Stockholders Agreement, all of which will be released as of
the Closing. 


        (g)   McNamara
holds, beneficially and of record, good, valid and marketable title to the McNamara Shares, free and clear of all Encumbrances, other than (1) Permitted
Encumbrances set forth in clause (ix) of the definition of Encumbrances, all of which will be released as of the Closing, (2) Permitted Encumbrances set forth in clause (viii) of
the definition of Permitted Encumbrances and (3) Encumbrances under Article VI of the Cine Stockholders Agreement, all of which will be released as of the Closing. 


        (h)   IMP
is the sole member of IM and holds, beneficially and of record, good, valid and marketable title to all of the authorized, issued and outstanding limited liability
company interests of IM, free and clear of all Encumbrances, other than Permitted Encumbrances set forth in (1) clause (ix) of the definition of Permitted Encumbrances, all of which will
be released as of the Closing and (2) clause (viii) of the definition of Permitted Encumbrances. 



        (i)    Such
Seller is acquiring the IM Merger Consideration or the Cine Merger Consideration, as applicable, for the such Seller's own account for investment purposes only and
not with a view to or for the resale, distribution, subdivision or fractionalization thereof. 


        (j)    By
reason of its or his business or financial experience, such Seller has the capacity to protect its own interest in connection with the transactions contemplated by
the Merger Agreement, is able to
evaluate and bear the risks of an investment in Parent, and can afford a complete loss of such investment. 



        (k)   Such
Seller is aware of Parent's business affairs and financial condition and has acquired sufficient information about Parent and the transactions contemplated by this
Agreement to reach an informed and knowledgeable decision to acquire an interest in Parent. During the negotiation of the transactions contemplated hereby, such Seller and its representatives have
been afforded full and free access to corporate books, financial statements, records, contracts, documents, and other information concerning Azteca and Parent and the transactions contemplated by this
Agreement, have been afforded an opportunity to ask such questions of Azteca's and Parent's officers and employees concerning Azteca's and Parent's business, operations, financial condition, assets,
liabilities and other relevant matters and they have deemed necessary or desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks of the
investment contemplated herein. 


        (m)  Such
Seller acknowledges that the shares of Parent Class B Common Stock have not been registered under the Securities Act, or any state securities laws, inasmuch
as they are being acquired in a transaction not involving a public offering and, under such laws and subject to the transfer restrictions set forth herein, may not be resold or transferred by such
Seller without appropriate registration or the availability of an exemption from such requirements. In this connection, such Seller represents that it is familiar with SEC Rule 144, as
presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. 


        (n)   Such
Seller is an "Accredited Investor" as that term is defined in Rule 501(a) of Regulation D under the
Securities Act. 




        7.    Termination.    This Agreement and the obligations of parties under this Agreement shall automatically terminate
upon the earliest of (a) the Effective Time and (b) the termination of the Merger Agreement in accordance with its terms. Nothing in this Section 7 shall relieve any party of 


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liability
for any willful and material breach of this Agreement occurring prior to termination. For purposes of this Section 7, a "willful and material breach" shall mean a material breach of
this Agreement that is a consequence of an act undertaken or a failure to act by the breaching party with the knowledge that the taking of such act or a failure to take such act would, or would be
reasonably expected to, result in a material breach of this Agreement. 



        8.    Miscellaneous.    (a) Except as otherwise provided herein, all costs and expenses incurred in connection with
this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated. 



        (b)   All
notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally, sent via
facsimile (receipt confirmed),sent via electronic mail, sent by an internationally recognized overnight courier (providing proof of delivery), or mailed in the United States by certified or registered
mail, postage prepaid, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): 



        (a)   if
to the Company, Parent or Sponsor, to: 



c/o
Brener International Group, LLC

421 N. Beverly Drive

Suite 300

Beverly Hills, CA 90210

Attention: Mr. Juan Pablo Albán

Fax No: (310) 553-1637

Email: jpalban@brenergroup.com 



with
copies (which shall not constitute notice hereunder) to: 


Greenberg
Traurig, P.A.

401 E. Las Olas Blvd., Suite 2000

Fort Lauderdale, FL 33301

Attention: Donn Beloff, Esq.

Facsimile No.: 954-765-1477

E-mail: beloffd@gtlaw.com 




        (b)   if
to the Sellers, to the address set forth next to each Seller's name on the signature page hereto, with a copy (which shall not constitute notice hereunder) to: 



Paul,
Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Fax No: (212) 757-3990

Attention: Jeffrey D. Marell, Esq. and Tracey A. Zaccone, Esq.

Email: jmarell@paulweiss.com and tzaccone@paulweiss.com 





        (c)   If
any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of Law or public policy by a court of
competent jurisdiction, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect, insofar as the foregoing can be accomplished without materially
affecting the economic benefits anticipated by the parties to this Agreement. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely 



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as
possible to the fullest extent permitted by applicable Law in an acceptable manner to the end that the transactions contemplated by this Agreement is fulfilled to the extent possible. 



        (d)   This
Agreement, together with the Merger Agreement, constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter of this Agreement and is not intended to and shall not confer upon any person other than the parties hereto any rights or remedies hereunder. 


        (e)   This
Agreement may be executed in two or more counterparts, each of which when executed shall be deemed to be an original, and all of which together will be considered
one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. For purposes of this Agreement,
facsimile signatures or signatures by other electronic form of transfer shall be deemed originals, and the parties agree to exchange original signatures as promptly as possible. 


        (f)    This
Agreement and any claim, controversy or dispute arising under or related thereto, the relationship of the parties, and/or the interpretation and enforcement of the
rights and duties of the parties, whether arising in Law or in equity, in contract, tort or otherwise, shall be governed by, and
construed and interpreted in accordance with, the Laws of the State of Delaware, without regard to its rules regarding conflicts of Law to the extent that the application of the Laws of another
jurisdiction would be required thereby. 


        (g)   Neither
this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of Law or otherwise by
any of the parties hereto without the prior written consent of the other parties; provided, however, that notwithstanding the foregoing, InterMedia Cine Latino, LLC may assign its interests and
obligations under this Agreement to InterMedia Partners VII, L.P. without the prior written consent of the other parties. Any assignment in violation of the preceding sentence shall be void.
Subject to the preceding two sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns. 



        (h)   Each
of the parties hereto hereby irrevocably agrees that any legal action or proceeding with respect to this Agreement, or for recognition and enforcement of any
judgment in respect of this Agreement and obligations arising hereunder brought by any other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware
Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or
federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and
unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the
parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement,
(a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 8(h),
(b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment
prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the
Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement or the subject matter hereof, may not be enforced in or by
such courts. 


        (i)    Subject
to applicable Law, any provision of this Agreement may be waived. Any agreement on the part of a party to any such waiver shall be valid only if set forth in an 



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instrument
in writing signed on behalf of the party against whom waiver is sought; provided, that any waiver given in compliance with this Section 8(i) or failure to insist on strict compliance
with an obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Subject to applicable Law, any of the provisions of
this Agreement may be amended at any time, by the mutual written agreement of the parties. No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such
right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude any
other or further exercise thereof or of any other right. 


        (j)    EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT. 


        (k)   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
Agreement were not performed in accordance with their specific terms or were otherwise breached by any party. It is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches and/or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any federal court located in the State of
Delaware or in Delaware state court, this being in addition to any other remedy to which they are entitled to at Law or in equity. 



[Signature
pages follow] 


9

















































        IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 

 






					
	 	 	AZTECA ACQUISITION CORPORATION
	

 	
 	
By:	
 	
/s/ GABRIEL BRENER







 
	 	 	Name:	 	Gabriel Brener
	 	 	Title:	 	President, CEO and Chairman
	

 	
 	
 HEMISPHERE MEDIA GROUP, INC.
	

 	
 	
By:	
 	
/s/ CRAIG FISCHER







 
	 	 	Name:	 	Craig Fischer
	 	 	Title:	 	Vice President, Secretary and Treasurer
	

 	
 	
AZTECA ACQUISITION HOLDINGS, LLC
	

 	
 	
By:	
 	
/s/ GABRIEL BRENER







 
	 	 	Name:	 	Gabriel Brener
	 	 	Title:	 	President
	

 	
 	
BRENER INTERNATIONAL GROUP, LLC
	

 	
 	
By:	
 	
/s/ GABRIEL BRENER








 
	 	 	Name:	 	Gabriel Brener
	 	 	Title:	 	CEO
	

 	
 	
/s/ CLIVE FLEISSIG






  Clive Fleissig
	

 	
 	
/s/ JUAN PABLO ALBÁN






  Juan Pablo Albán




 


   


   

 [Support Agreement]







 






					
	

 	
 	
 SELLERS:
	

 	
 	
INTERMEDIA PARTNERS VII, L.P.
	

 	
 	
By:	
 	
/s/ MARK COLEMAN







 
	 	 	Name:	 	Mark Coleman
	 	 	Title:	 	Authorized Signatory
	

 	
 	
Address for notice:
	

 	
 	
c/o InterMedia Partners, L.P.

405 Lexington Avenue, 48th Floor

New York, NY 10174

Attn: Mark Coleman, Esq. and Mr. Craig Fisher

Telefacsimile: (212) 503-2879






 


 






					
	

 	
 	
INTERMEDIA CINE LATINO, LLC
	

 	
 	
By:	
 	
/s/ CRAIG FISCHER







 
	 	 	Name:	 	Craig Fischer
	 	 	Title:	 	Authorized Signatory
	

 	
 	
Address for notice:
	

 	
 	
c/o InterMedia Partners, L.P.

405 Lexington Avenue, 48th Floor

New York, NY 10174

Attn: Mark Coleman, Esq. and Mr. Craig Fisher

Telefacsimile: (212) 503-2879
	

 	
 	
CINE AEROPUERTO, S.A. DE C.V.
	

 	
 	
By:	
 	
/s/ JOAQUÍN VARGAS GUAJARDO







 
	 	 	Name:	 	Joaquín Vargas Guajardo
	 	 	Title:	 	Attorney-in-fact
	

 	
 	
Address for notice:
	

 	
 	
Cinema Aeropuerto, S.A. de C.V.

Blvd Manuel Avila Camacho 147

Chapultepec Morales

11560 Ciudad de Mexico, D.F.

Mexico

Attention: Mr. José A. Abad

Fax No: +52 (55) 5283-4314

Email: jabad@mvs.com




 

 




 






					
	

 	
 	
James M. McNamara






  JAMES M. MCNAMARA
	

 	
 	
Address for notice:
	

 	
 	
c/o Del, Shaw, Moonves, Tanaka, Finkelstein & Lezcano

2120 Colorado Avenue

Suite 200

Santa Monica, CA 90404

Attention: Jeffrey S. Finkelstein, Esq. and Ernest Del, Esq,

Fax No: 310-978-7999

Email: jfinkelstein@dsmtfl.com and edel@dsmtfl.com




 


   

   

  [Support Agreement]











QuickLinks



Exhibit 10.1

EXECUTION COPY


SUPPORT AGREEMENT