CLASS B CONTINGENT VALUE RIGHTS AGREEMENTClass B Contingent Value Rights Agreement • July 30th, 2020 • Eros International PLC • Services-motion picture & video tape distribution • Delaware
This CLASS B CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 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 • July 30th, 2020 • Eros International PLC • Services-motion picture & video tape distribution • Delaware
This CLASS E CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 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).
ContractRegistration Rights Agreement • July 30th, 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 [●], 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 attac
CLASS C CONTINGENT VALUE RIGHTS AGREEMENTClass C Contingent Value Rights Agreement • July 30th, 2020 • Eros International PLC • Services-motion picture & video tape distribution • Delaware
This CLASS C CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 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 • July 30th, 2020 • Eros International PLC • Services-motion picture & video tape distribution • Delaware
This CLASS A CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 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 • July 30th, 2020 • Eros International PLC • Services-motion picture & video tape distribution • Delaware
This CLASS D CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 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).
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”).
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”).
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.
