CLASS B CONTINGENT VALUE RIGHTS AGREEMENTContingent 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).
SECOND AMENDED AND RESTATED SUBORDINATED CREDIT, SECURITY, GUARANTY AND PLEDGE AGREEMENT Dated as of October 7, 2016 amongGuaranty and Pledge Agreement • August 4th, 2020 • Eros International PLC • Services-motion picture & video tape distribution
SECOND AMENDED AND RESTATED SUBORDINATED CREDIT, SECURITY, GUARANTY AND PLEDGE AGREEMENT dated as of October 7, 2016 (as amended, supplemented or otherwise modified, renewed, restated or replaced from time to time, this “Credit Agreement”) among (i) STX FINANCING, LLC, a Delaware limited liability company, as the Borrower, (ii) STX FILMWORKS, INC., a Delaware corporation, as the Parent, (iii) the GUARANTORS referred to herein, (iv) the LENDERS referred to herein and (v) RED FISH BLUE FISH, LLC, as Administrative Agent.
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
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.
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.
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.
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.
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.
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.
WAIVER AND AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 4th, 2020 • Eros International PLC • Services-motion picture & video tape distribution
WAIVER AND AMENDMENT NO. 3 dated as of February 22, 2018 (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.
CONSENT AND AMENDMENT NO. 6 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 4th, 2020 • Eros International PLC • Services-motion picture & video tape distribution
CONSENT AND AMENDMENT NO. 6 dated as of April 17, 2020 (this “Consent 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.
CONSENT AND AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 4th, 2020 • Eros International PLC • Services-motion picture & video tape distribution
CONSENT AND AMENDMENT NO. 5 dated as of January 30, 2020 (this “Consent 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.
SECOND AMENDED AND RESTATED CREDIT, SECURITY, GUARANTY AND PLEDGE AGREEMENT Dated as of October 7, 2016 amongCredit, Security, Guaranty and Pledge Agreement • August 4th, 2020 • Eros International PLC • Services-motion picture & video tape distribution • New York
SECOND AMENDED AND RESTATED CREDIT, SECURITY, GUARANTY AND PLEDGE AGREEMENT dated as of October 7, 2016 (as amended, supplemented or otherwise modified, renewed, restated or replaced from time to time, this “Credit Agreement”) among (i) STX FINANCING, LLC, a Delaware limited liability company, as the Borrower, (ii) STX FILMWORKS, INC., a Delaware corporation, as the Parent, (iii) the GUARANTORS referred to herein, (iv) the LENDERS referred to herein and (v) JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Issuing Bank.
