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):
