SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 26th, 2019 • Eros International PLC • Services-motion picture & video tape distribution • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 26, 2019, is by and among Eros International Plc, a public limited company organized under the laws of the Isle of Man, with offices located at 550 County Avenue, Secaucus, New Jersey 07094 (the “Company”), and each of the investors (individually, a “Buyer” and collectively, the “Buyers”) listed on the Schedule of Buyers attached hereto as Exhibit A.
EROS INTERNATIONAL PLC (A company incorporated in the Isle of Man) 7,000,000 A Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • July 1st, 2014 • Eros International PLC • Services-motion picture & video tape distribution • New York
Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of Merrill Lynch, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any other securities exchange, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers (other than an amendment to a Schedule 13D or Schedule 13G that is required to be filed by a group of which the undersigned is part and that only discloses a transaction described in clause (iv) below):
DATED February 17 2016 (with effect from April 1, 2016)Service Agreement • July 27th, 2016 • Eros International PLC • Services-motion picture & video tape distribution • Dubai
DATED 26th MAY, 2015 EROS INTERNATIONAL PLC -and- PREM PARAMESWARANService Agreement • September 22nd, 2015 • Eros International PLC • Services-motion picture & video tape distribution • Isle of Man
DATED APRIL 2012 [PARTICIPANT] (1) - and – ARDEL TRUST COMPANY (GUERNSEY) LIMITED (2) - and – EROS INTERNATIONAL PLC (3) JOINT SHARE OWNERSHIP DEEDJoint Share Ownership Deed • April 24th, 2012 • Eros International PLC • Services-motion picture & video tape distribution • England
THE OBLIGORS under and as defined in the Agreement (as defined below) as at the date of this letter.Credit Agreement • July 8th, 2015 • Eros International PLC • Services-motion picture & video tape distribution
US$125,000 credit agreement dated 5 January 2012 between (among others) the Company and Lloyds Bank plc as facility agent (the Agreement)
CLASS B CONTINGENT VALUE RIGHTS AGREEMENTClass B Contingent Value Rights Agreement • August 4th, 2020 • Eros International PLC • Services-motion picture & video tape distribution • Delaware
This CLASS B CONTINGENT VALUE RIGHTS AGREEMENT, dated as of July 30, 2020 (this “Agreement”), is entered into by and among Eros International Plc, an Isle of Man company limited by shares (“Parent”), STX Filmworks, Inc., a Delaware corporation (the “Company”), Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as representative of the former holders of the Shares (in such capacity, the “Stockholders’ Representative”), and Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, collectively as rights agent (the “Rights Agent”) and as initial CVR Registrar (as defined herein).
CLASS E CONTINGENT VALUE RIGHTS AGREEMENTClass E Contingent Value Rights Agreement • August 4th, 2020 • Eros International PLC • Services-motion picture & video tape distribution • Delaware
This CLASS E CONTINGENT VALUE RIGHTS AGREEMENT, dated as of July 30, 2020 (this “Agreement”), is entered into by and among Eros International Plc, an Isle of Man company limited by shares (“Parent”), STX Filmworks, Inc., a Delaware corporation (the “Company”), Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as representative of the former holders of the Shares (in such capacity, the “Stockholders’ Representative”), and Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, collectively as rights agent (the “Rights Agent”) and as initial CVR Registrar (as defined herein).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 4th, 2020 • Eros International PLC • Services-motion picture & video tape distribution • New York
This REGISTRATION RIGHTS AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is made as of July 30, 2020, by and among (i) Eros International Plc, an Isle of Man company limited by shares (the “Company”), (ii) each of the Persons set forth on Schedule 1 attached hereto with respect to the A Shares (as defined below) held by such Person, including A Shares to be purchased pursuant to that certain subscription agreement, dated as of April 17, 2020, by and between the Company and each of the purchaser parties thereto, or issuable to such Person upon settlement of the contingent value rights (the “CVRs”) received by such Person pursuant to the Merger Agreement (as defined below), in each case as set forth opposite each such Person’s name on Schedule 1 attached hereto (collectively, together with their Permitted Assignees (as defined herein), the “STX Holders” and each, a “STX Holder”) and (iii) each of the Persons set forth on Schedule 2 a
CLASS C CONTINGENT VALUE RIGHTS AGREEMENTClass C Contingent Value Rights Agreement • August 4th, 2020 • Eros International PLC • Services-motion picture & video tape distribution • Delaware
This CLASS C CONTINGENT VALUE RIGHTS AGREEMENT, dated as of July 30, 2020 (this “Agreement”), is entered into by and among Eros International Plc, an Isle of Man company limited by shares (“Parent”), STX Filmworks, Inc., a Delaware corporation (the “Company”), Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as representative of the former holders of the Shares (in such capacity, the “Stockholders’ Representative”), and Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, collectively as rights agent (the “Rights Agent”) and as initial CVR Registrar (as defined herein).
CLASS A CONTINGENT VALUE RIGHTS AGREEMENTClass a Contingent Value Rights Agreement • August 4th, 2020 • Eros International PLC • Services-motion picture & video tape distribution • Delaware
This CLASS A CONTINGENT VALUE RIGHTS AGREEMENT, dated as of July 30, 2020 (this “Agreement”), is entered into by and among Eros International Plc, an Isle of Man company limited by shares (“Parent”), STX Filmworks, Inc., a Delaware corporation (the “Company”), Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as representative of the former holders of the Shares (in such capacity, the “Stockholders’ Representative”), and Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, collectively as rights agent (the “Rights Agent”) and as initial CVR Registrar (as defined herein).
CLASS D CONTINGENT VALUE RIGHTS AGREEMENTClass D Contingent Value Rights Agreement • August 4th, 2020 • Eros International PLC • Services-motion picture & video tape distribution • Delaware
This CLASS D CONTINGENT VALUE RIGHTS AGREEMENT, dated as of July 30, 2020 (this “Agreement”), is entered into by and among Eros International Plc, an Isle of Man company limited by shares (“Parent”), STX Filmworks, Inc., a Delaware corporation (the “Company”), Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as representative of the former holders of the Shares (in such capacity, the “Stockholders’ Representative”), and Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, collectively as rights agent (the “Rights Agent”) and as initial CVR Registrar (as defined herein).
Relationship AgreementRelationship Agreement • March 30th, 2012 • Eros International PLC • Services-motion picture & video tape distribution • England and Wales
For purposes of this Agreement, EIML and its existing subsidiaries, Big Screen Entertainment Private Limited, Eyeqube Studios Private Limited, Eros International Films Private Limited, Copsale Limited, Eros Animation Private Limited, Eros Music Publishing Private Limited, and any other subsidiaries of EIML as may exist from time to time, shall collectively be referred to as the “Eros India Group”. For the avoidance of doubt, the Eros India Group shall exclude Ayngaran International Limited and its subsidiaries (the “Ayngaran Group”). Eros plc and EWW, together with Eros International Limited, a company established and existing under the laws of England and Wales, Eros Network Limited, a company established and existing under the laws of England and Wales, Eros Pacific Limited, a company established and existing under the laws of Fiji, Eros Australia Pty Limited, a company established and existing under the laws of Australia and Eros Entertainment Inc., a company established and existin
CONSENT AND AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED SUBORDINATED CREDIT AGREEMENTSubordinated Credit Agreement • August 4th, 2020 • Eros International PLC • Services-motion picture & video tape distribution
CONSENT AND AMENDMENT NO. 2 dated as of February 11, 2019 (this “Amendment”) to the Second Amended and Restated Subordinated Credit, Security, Guaranty and Pledge Agreement dated as of October 7, 2016 (as the same has been and may be further amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”) among (i) STX FINANCING, LLC, a Delaware limited liability company, as Borrower, (ii) STX FILMWORKS, INC., a Delaware corporation, as Parent, (iii) the GUARANTORS referred to therein, (iv) the LENDERS referred to therein, and (v) RED FISH BLUE FISH, LLC, as Administrative Agent.
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 4th, 2020 • Eros International PLC • Services-motion picture & video tape distribution
AMENDMENT NO. 1 dated as of June 2, 2017 (this “Amendment”) to the Second Amended and Restated Credit, Security, Guaranty and Pledge Agreement dated as of October 7, 2016 (as the same has been and may be further amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”) among (i) STX FINANCING, LLC, a Delaware limited liability company, as Borrower, (ii) STX FILMWORKS, INC., a Delaware corporation, as Parent, (iii) the GUARANTORS referred to therein, (iv) the LENDERS referred to therein, and (v) JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders and as Issuing Bank.
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2012 • Eros International PLC • Services-motion picture & video tape distribution
Unrestricted Stock Award AgreementUnrestricted Stock Award Agreement • September 22nd, 2015 • Eros International PLC • Services-motion picture & video tape distribution
This agreement (this “Agreement”) evidences an award (the “Award”) of unrestricted stock (the “Unrestricted Stock”) granted by Eros International plc (the “Company”) to the individual named above (the “Grantee”). The Award is granted outside of the Company’s equity compensation plans, but is governed, to the extent set forth below, as if issued under and pursuant to the Eros International Plc 2015 Share Plan Unapproved Option Awards Scheme 2015 (as amended from time to time, the “Plan”), which is incorporated herein by reference.
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 4th, 2020 • Eros International PLC • Services-motion picture & video tape distribution
AMENDMENT NO. 1 dated as of March 2, 2018 (this “Amendment”) to the Second Amended and Restated Credit, Security, Guaranty and Pledge Agreement dated as of October 7, 2016 (as may be further amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”) among (i) STX FINANCING, LLC, a Delaware limited liability company, as Borrower, (ii) STX FILMWORKS, INC., a Delaware corporation, as Parent, (iii) the GUARANTORS referred to therein, (iv) the LENDERS referred to therein, and (v) RED FISH BLUE FISH, LLC, as Administrative Agent.
SHAREHOLDERS’ AGREEMENT BETWEEN EROS MULTIMEDIA PRIVATE LIMITED AND THE GROUP AND BIGSCREEN ENTERTAINMENT PRIVATE LIMITEDShareholder Agreement • March 30th, 2012 • Eros International PLC • Services-motion picture & video tape distribution
This Agreement is made this 13th day of January 2007 by and Between Eros Multimedia Pvt. Ltd., a Company incorporated under Companies Act, 1956 having its Registered Office at 201, Kallash Plaza, Plot A-12, Opp.Laxmi Indl. Estate, Link Road, Andheri (W), Mumbai 400 053 hereinafter referred to as “EROS” which expression shall, unless repugnant to the subject or context thereof, include its successors, affiliates and permitted assigns; AND Big Screen Entertainment Pvt. Ltd., a Company incorporated under Companies Act, 1956 having its Registered Office at 301-302/B, Brook Hill Tower, 3rd Cross Lane, Lokhandwala Complex, Andheri (W), Mumbai 400 053 (hereinafter referred to as “the Company”, which expression shall, unless repugnant to the context or meaning thereof be deemed to include its successors) AND (i) Kumar Mangat Pathak and (ii) Neelam Pathak, (iii) Abhishek Pathak, (iv) Amita Pathak and (v) Sanjeev Joshi, the shareholders of the Company, hereinafter jointly
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 4th, 2020 • Eros International PLC • Services-motion picture & video tape distribution
AMENDMENT NO. 2 dated as of October 4, 2017 (this “Amendment”) to the Second Amended and Restated Credit, Security, Guaranty and Pledge Agreement dated as of October 7, 2016 (as the same has been and may be further amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”) among (i) STX FINANCING, LLC, a Delaware limited liability company, as Borrower, (ii) STX FILMWORKS, INC., a Delaware corporation, as Parent, (iii) the GUARANTORS referred to therein, (iv) the LENDERS referred to therein, and (v) JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders and as Issuing Bank.
Eros International Ltd -and- Mr Mark Carbeck SERVICE AGREEMENT HEAD- INVESTOR RELATIONS & CORPORATE FINANCEService Agreement • July 27th, 2016 • Eros International PLC • Services-motion picture & video tape distribution • England and Wales
DATED 2007Service Agreement • October 29th, 2013 • Eros International PLC • Services-motion picture & video tape distribution • England and Wales
INVESTORS’ RIGHTS AGREEMENT by and among EROS INTERNATIONAL PLC, EROS FOUNDER GROUP, AND THE OTHER PARTIES NAMED HEREIN Dated as of July 30, 2020Investors' Rights Agreement • August 4th, 2020 • Eros International PLC • Services-motion picture & video tape distribution • Isle of Man
This INVESTORS’ RIGHTS AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is made as of July 30, 2020, by and among (i) Eros International Plc, an Isle of Man public company limited by shares (the “Company”); (ii) the Eros Founder Group; and (iii) each of the Persons set forth on Schedule 1 attached hereto (collectively, the “New Investors” and together with each member of the Eros Founder Group, the “Investors” and each, an “Investor”); provided that each Minority New Investor (as defined below) has executed this Agreement only in respect of, and shall only be bound by the obligations, and entitled to the benefit of the rights, arising under Article I, Article II, Section 3.4 (to the extent applicable by its terms to such Minority New Investor), Article V, Article VI and Article VII hereof.
EROS INTERNATIONAL PLC -and- DENKAL FINANCE INC -and- FILM BOND LIMITED -and- AYNGARAN INTERNATIONAL LIMITED -and- KUMARASAMY KARUNAMOORTHY -and- Dr JAYABALAN MURALI MANOHAR Shareholders Agreement -for- AYNGARAN INTERNATIONAL LIMITEDShareholders Agreement • March 30th, 2012 • Eros International PLC • Services-motion picture & video tape distribution
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • July 30th, 2020 • Eros International PLC • Services-motion picture & video tape distribution • Isle of Man
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of April 17, 2020, is by and among STX Filmworks, Inc., a Delaware corporation (“STX”), and the Persons set forth on Schedule I attached hereto (each, a “Shareholder”).
Restricted Stock Unit AgreementRestricted Stock Unit Agreement • September 22nd, 2015 • Eros International PLC • Services-motion picture & video tape distribution
This agreement (this “Agreement”) evidences an award (the “Award”) of restricted stock units (the “Restricted Stock Units”) granted by Eros International plc (the “Company”) to the individual named above (the “Grantee”). The Award is granted outside of the Company’s equity compensation plans, but is governed, to the extent set forth below, as if issued under and pursuant to the Eros International Plc 2015 Share Plan Unapproved Option Awards Scheme 2015 (as amended from time to time, the “Plan”), which is incorporated herein by reference.
CONSENT AND AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 4th, 2020 • Eros International PLC • Services-motion picture & video tape distribution
CONSENT AND AMENDMENT NO. 3 dated as of April 17, 2020 (this “Consent and Amendment”) to the Second Amended and Restated Subordinated Credit, Security, Guaranty and Pledge Agreement dated as of October 7, 2016 (as the same has been and may be further amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”) among (i) STX FINANCING, LLC, a Delaware limited liability company, as Borrower, (ii) STX FILMWORKS, INC., a Delaware corporation, as Parent, (iii) the GUARANTORS referred to therein, (iv) the LENDERS referred to therein, and (v) RED FISH BLUE FISH, LLC, as Administrative Agent for the Lenders.
AGREEMENT DATED US$125,000,000 CREDIT FACILITY for EROS INTERNATIONAL PLC arranged by CITIBANK, N.A., LONDON BRANCH, LLOYDS TSB BANK PLC and THE ROYAL BANK OF SCOTLAND PLC with LLOYDS TSB BANK PLC as Facility Agent ALLEN & OVERY Allen & Overy LLPCredit Facility Agreement • March 30th, 2012 • Eros International PLC • Services-motion picture & video tape distribution
AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENTSubscription Agreement • July 30th, 2020 • Eros International PLC • Services-motion picture & video tape distribution
This AMENDMENT TO SUBSCRIPTION AGREEMENT, dated as of July 21, 2020 (this “Amendment”), is entered into by Eros International Plc, an Isle of Man company limited by shares (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among EROS INTERNATIONAL PLC, ENGLAND HOLDINGS 2, INC., ENGLAND MERGER CORP. and STX FILMWORKS, INC. Dated as of April 17, 2020Merger Agreement • July 30th, 2020 • Eros International PLC • Services-motion picture & video tape distribution • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 17, 2020, by and among Eros International Plc, an Isle of Man company limited by shares (“Eros”), England Holdings 2, Inc., a Delaware corporation (“England Holdings 2”), England Merger Corp., a Delaware corporation (“Merger Sub”), and STX Filmworks, Inc., a Delaware corporation (“STX”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 30th, 2020 • Eros International PLC • Services-motion picture & video tape distribution • Delaware
This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of April 17, 2020, by and between Eros International Plc, an Isle of Man company limited by shares (the “Company”), and each Purchaser identified on the signature pages hereto (each, an “Initial Purchaser” and, together with any other person or entity executing a Joinder after the date hereof, collectively, the “Purchasers”).
EROS INTERNATIONAL PLC—US$125,000,000 Credit Agreement dated 5 January 2012 (the Facilities Agreement)Increase Confirmation • March 30th, 2012 • Eros International PLC • Services-motion picture & video tape distribution
We refer to the Facilities Agreement. This agreement (the “Agreement”) shall take effect as an Increase Confirmation for the purpose of the Facilities Agreement. Terms defined in the Facilities Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.
INVESTORS’ RIGHTS AGREEMENT by and among EROS INTERNATIONAL PLC, EROS FOUNDER GROUP, AND THE OTHER PARTIES NAMED HEREIN Dated as of [__________], 2020Investors' Rights Agreement • July 30th, 2020 • Eros International PLC • Services-motion picture & video tape distribution • Isle of Man
This INVESTORS’ RIGHTS AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is made as of [____], 2020, by and among (i) Eros International Plc, an Isle of Man public company limited by shares (the “Company”); (ii) the Eros Founder Group; and (iii) each of the Persons set forth on Schedule 1 attached hereto (collectively, the “New Investors” and together with each member of the Eros Founder Group, the “Investors” and each, an “Investor”); provided that each Minority New Investor (as defined below) has executed this Agreement only in respect of, and shall only be bound by the obligations, and entitled to the benefit of the rights, arising under Article I, Article II, Section 3.4 (to the extent applicable by its terms to such Minority New Investor), Article V, Article VI and Article VII hereof.
WAIVER AND AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 4th, 2020 • Eros International PLC • Services-motion picture & video tape distribution
WAIVER AND AMENDMENT NO. 4 dated as of February 11, 2019 (this “Waiver and Amendment”) to the Second Amended and Restated Credit, Security, Guaranty and Pledge Agreement dated as of October 7, 2016 (as the same has been and may be further amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”) among (i) STX FINANCING, LLC, a Delaware limited liability company, as Borrower, (ii) STX FILMWORKS, INC., a Delaware corporation, as Parent, (iii) the GUARANTORS referred to therein, (iv) the LENDERS referred to therein, and (v) JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders and as Issuing Bank.
AMENDMENT NO. 1 TO THE INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 4th, 2020 • Eros International PLC • Services-motion picture & video tape distribution • Isle of Man
This Amendment No. 1 (this “Amendment”) to the Investors’ Rights Agreement, dated as of July 30, 2020, by and among Eros International Plc, an Isle of Man public company limited by shares (the “Company”), and the Investors party thereto (the “Original Agreement”) is made as of July 30, 2020 by and among the Company and the undersigned Investors (the “Required Investors”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Original Agreement.
