Exhibit 10.17


 


 


Eros International Plc


 


 


 


 


Rules of the Eros International


 


2012 Option Awards


 


 


 


(Established by a resolution of the Board and the Remuneration
Committee on April 17, 2012)


 




    	 



    	 



    


INDEX


 


Rule


 


		1.	Interpretation



		2.	Eligibility



		3.	Grant of Options



		4.	Relationship with Contract of Employment



		5.	Non-transferability of Options



		6.	Exercise Price



		7.	Performance-Related Conditions at Exercise



		8.	Exercise of Options



		9.	Manner of Exercise of Options



		10.	Overall Limit on the Granting of Options



		11.	Individual Limits on the Granting of Options



		12.	Demerger, Reconstruction or Winding-up



		13.	Take-over



		14.	Variation of Share Capital



		15.	Alteration of Scheme



		16.	Service of Documents



		17.	Taxation



		18.	Miscellaneous



 


Schedule


 


Option Certificate Form of Acceptance


 


Notice of Exercise of Option


 




    	 



    	 



    


1. INTERPRETATION


 


		1.1.	In this Scheme (unless context otherwise requires) the following words and phrases have the meanings given below):



 


	 	"AIM"	the Alternative Investment Market of the London Stock Exchange;
	 	 	 
	 	"Auditors"	the auditors of the Company for the time being;
	 	 	 
	 	'Business Day'	a day on which clearing banks in the United Kingdom are open for business generally;
	 	 	 
	 	'Committee'	the remuneration Committee of the Company;
	 	 	 
	 	'Company'	Eros International plc (registered in the Isle of Man and whose registered office is at Fort Anne, Douglas, Isle of Man IM1 5PD);
	 	 	 
	 	'Control'	has the meaning ascribed to it in section 840 of the Taxes Act;
	 	 	 
	 	'Date of Grant'	in relation to any Option, the date on which that Option is granted;
	 	 	 
	 	'Directors'	the board of directors of the Company from time to time or a duly constituted Committee thereof;
	 	 	 
	 	'Eligible Participants'	any person who is an employee, consultant or director of any member of the Group;
	 	 	 
	 	'Exercise Price'	in relation to an Option, the price per Share payable upon the exercise of that Option;
	 	 	 
	 	'Group'	the Company, any holding company holding company of the Company and each and every company which is for the time being a Subsidiary of the Company or such holding company;
	 	 	 
	 	'London Stock Exchange'	London Stock Exchange plc;




    	 



    	 



    


	 	'Option'	right to acquire Shares granted in accordance with and subject to the rules of this Scheme;
	 	 	 
	 	'Option holder'	person who has been granted an Option or, if that person has died, their Personal Representatives;
	 	 	 
	 	'Option Tax Liability'	in relation to any Option holder, any liability of the Company or any member of the Group, excluding NIC or similar taxes payable by the Company or any other member of the Group) to account for any amount of income tax, National Insurance Contribution or other tax arising in relation to the grant exercise or otherwise in relation to their Option;
	 	 	 
	 	'Ordinary Share Capital'	issued share capital of the Company from time to time;
	 	 	 
	 	'Personal Representative'	in relation to an Option holder, the
    legal personal representatives of the Option holder (being either the executors of their will to whom a valid grant of
    probate has been made or the administrators);
	 	 	 
	 	'this Scheme'	The Eros International Plc. 2012 Option Awards as set out in these rules and amended from time to time;
	 	 	 
	 	'Shares'	ordinary shares in issue in the capital of the Company;
	 	 	 
	 	'Shareholder'	person who holds one or more Shares;
	 	 	 
	 	'Taxes Act'	the relevant taxes act applicable to the Group in respect of this Scheme;
	 	 	 
	 	'Value'	in relation to a Share on a given day the prevailing mid market value as shall be determined by the Company Secretary;


 




    	 



    	 



    


 


		1.2.	References to an Option vesting or being or becoming vested in respect of any number or proportion of the Shares over which
it subsists are to be read as references to the Option becoming capable of being executed either immediately or, subject to the
Option holder continuing to hold office or employment within the Group, at some future time.



 


		1.3.	References to Shares in respect of which an Option subsists at any time are to be read and construed as references to the Shares
over which the Option is then held (and in respect of which it has not then lapsed and ceased to be exercisable)



 


		1.4.	Any references to any enactment shall include any consolidation, modification, extension, amendment or re-enactment and to
any subordinate legislation made under it for the time being in force.



 


		1.5.	Words denoting the masculine gender shall include the feminine.



 


		1.6.	Words denoting the singular shall include the plural and vice versa.



 


		1.7.	References to rules are to the rules of this Scheme.



 


		2.	ELIGIBILITY



 


		2.1.	Subject to the following provisions of this rule 2, the Committee shall have absolute discretion as to the selection of persons
to whom an Option is granted by the Company.



 


		2.2.	An Option shall not be granted to any person unless he is an Eligible Participant.



 


		2.3.	No Option shall be granted to any Eligible Participant within the period of one year ending on the date on which he is to reach
the age of 65.



 


		3.	GRANT OF OPTIONS



 


		3.1.	An Option may only be granted:



 


		(a)	at any time within the period of two years beginning with the date on which this Scheme is approved by the Committee; and



 


		(b)	within a period of two years days immediately after the person to whom it is granted first becomes an Eligible Participant.



 


		3.2.	In the event of the Company being restricted by statute, order or regulation from granting an Option in accordance with rule
3.1, an Option may be granted within 45 days of the removal of such restriction.





    	 



    	 



    


3.3. No Option may be granted
after the tenth anniversary of the Scheme being approved by Shareholders.


 


		3.4.	An Option shall be granted by the Company executing as a deed and issuing to the Option holder an option certificate which
contains an undertaking by the Option holder (duly executed as a deed) to be bound by the rules of this Scheme and which specifies:-



 


		(a)	the Date of Grant;



 


		(b)	the number of Shares in respect of which the Option is granted;



 


		(c)	the Exercise Price;



 


		(d)	the earliest date on which the Option may be exercised by reason of rule 8.2;



 


		(e)	that the exercise of the Option is subject to such performance-related conditions (if any) as are imposed pursuant to rule
7;



 


		(f)	that the Option holder agrees to indemnify the Company or other member of the Group, as the case may be, in respect of any
Option Tax Liability and is otherwise in such form as the Committee may from time to time determine.



 


		4.	CONTRACTUAL RELATIONSHIP



 


		4.1.	The grant of an Option does not form part of the Option holder's entitlement to remuneration or benefits pursuant to any member
of the Group nor does any such contract give such person any right or entitlement to have an Option granted to him in respect of
any number of Shares or any expectation that an Option might be granted to him whether subject to any conditions or at all.



 


		4.2.	The rights and obligations of an Option holder under the terms of any contract with a member of the Group shall not be affected
by the grant of an Option.



 


		4.3.	The rights granted to an Option holder upon the grant of an Option shall not afford the Option holder any rights or additional
rights to compensation or damages in consequence of the loss or termination of his office or employment with a member of the Group.



 


		4.4.	An Option holder shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by
reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment
with a



 




    	 



    	 



    


member of the Group for any reason (including, without limitation,
any breach of contract by an employer) or in any other circumstances whatsoever.


 


		5.	NON-TRANSFERABILITY OF OPTIONS



 


 


		5.1.	During his lifetime only the individual to whom an Option is granted may exercise that Option.



 


		5.2.	An Option shall immediately cease to be exercisable if:



 


 


		(a)	it is purported to be transferred or assigned (other than to his Personal Representatives upon the death of the Option holder),
mortgaged, charged or otherwise disposed of by the Option holder; or



 


		(b)	the Option holder is adjudicated bankrupt or a bankruptcy order is made against the Option holder; or



 


		(c)	the Option holder is deprived (otherwise than on death) of the legal or beneficial ownership of the Option by operation of
law or by the Option holder doing or omitting to do anything which causes him to be so deprived.



 


		6.	EXERCISE PRICE



 


		6.1.	The Exercise Price shall be determined by the Committee but shall not be less than the greater of the Value of a Share on the
Date of Grant or the nominal value of a Share.



 


 


		7.	PERFORMANCE-RELATED CONDITIONS OF EXERCISE



 


		7.1.	Subject to rule 7.4, the exercise of an Option may be conditional upon the performance of the Company and/or the performance
of another member of the Group over such period and measured against such objective criterion as shall be determined by the Committee
and notified to the Option holder when the Option is granted.



 


		7.2.	Any such condition may provide that the Option shall become vested in respect of a given number or proportion of the Shares
over which it subsists according to whether, and the extent to which, any given performance target is met or exceeded.





    	 



    	 



    


		7.3.	After an Option has been granted the Committee may, in appropriate circumstances, amend any such performance-related condition
of exercise of an Option provided that no such amendment shall be made unless such amendment will afford a more effective incentive
to the Option holder and will be no more difficult to satisfy than were the original conditions when first set.



 


		7.4.	If, in consequence of a performance-related condition being met, an Option becomes vested in respect of some but not all of
the number of Shares over which it subsists, it shall thereupon lapse and cease to be exercisable in respect of the balance of
the Shares over which it was held.



 


		7.5.	Until further notification by the Committee, no performance criteria shall apply to Options granted pursuant to this Scheme.



 


		8.	EXERCISE OF OPTIONS



 


		8.1.	An Option may not in any event be exercised later than 30 June 2018.



 


		8.2.	An Option shall not be exercised earlier than such period as may be specified by the Committee at the relevant Date of Grant,
save as provided in rules 8.3, 8.4, 8.5, 12 and 13.



 


		8.3.	If an Option holder dies in service an Option granted to him may be exercised by his Personal Representatives within the period
of 12 months beginning with the date of his death, and if not then exercised shall lapse and cease to be exercisable at the end
of that period.



 


		8.4.	If an Option holder dies after ceasing to hold office or employment within the Group an Option granted to him which has not
already lapsed may, within the period of 12 months beginning with the date of death, be exercised by his Personal Representatives,
and if not then exercised shall lapse and cease to be exercisable at the end of that period of 12 months.



 


		8.5.	If an Option holder ceases to hold office or employment within the Group by reason of:



 



		(a)	 injury, ill-health or
disability (evidenced to the satisfaction of the Committee); or



 


		(b)	dismissal by reason of redundancy (within the meaning of the Employment Rights Act 1996); or



 


		(c)	retirement on reaching 65 years or any other earlier age at which he is bound to retire in accordance with the terms of' his
contractor of employment; or





    	 



    	 



    


 


		(d)	the company with which he holds office or employment by virtue of which he is eligible to participate in this Scheme ceasing
to be an Associated Company or a member of the Group; or



 


		(e)	the fact that the office or employment by virtue of which he is eligible to participate in this Scheme relates to a business
or part of a business which is transferred to a company which is not a member of the Group; then, subject to rule 8.4, an Option
granted to him may only be exercised within the period of 12 months beginning with the date on which the Option holder so ceases
and if not then exercised shall lapse and cease to be exercisable at the end of that period of 12 months.



 


		8.6.	If an Option holder:



 


		(a)	gives or receives notice to terminate the office or employment by virtue of which he was granted an Option; or



 


		(b)	ceases to hold office or employment with any member of the Group for any reason other than those set out in rules 8.3 and 8.5
then an Option granted to him shall lapse and cease when he ceases to hold such office or employment.



 


		8.7.	For the purposes of this rule 8 an Option holder shall not be treated as having ceased to hold office or employment within
the Group unless and until he no longer holds any office or employment with any member of the Group.



 


		9.	MANNER OF EXERCISE OF OPTIONS



 


		9.1.	An Option shall be exercised only by the Option holder serving a written notice upon the Company which:



 


		(a)	specifies the number of Shares in respect of which that Option is exercised;



 


		(b)	is accompanied by payment of an amount equal to the product of the number of Shares specified in the notice and the Exercise
Price; and



 


		(c)	unless the Committee otherwise permit, is accompanied by the Option Certificate in respect of that Option



 


and is otherwise in such form as the Committee may
from time to time determine. The notice of exercise shall be treated as served on the Company on the date upon which it is received
by the Company.




    	 



    	 



    


 


		9.2.	Within the period of 30 days beginning with the date on which the requirements of rule 9.1 are satisfied, the Company shall
allot to the Option holder (or such other person as the Option holder may direct) the Shares specified in the notice.



 


		9.3.	As soon as reasonably practicable after the allotment or transfer of any Shares pursuant to rule 9.2, the Company shall issue
to the Option holder (or other person as directed by the Option holder) a definitive share certificate or such acknowledgement
of shareholding as is prescribed from time to time in respect of the Shares so allotted or transferred.



 


		9.4.	The allotment or transfer of any Shares under this Scheme shall be subject to the Memorandum and Articles of Association of
the Company and to any necessary consents of any governmental or other authorities under any enactments or regulations from time
to time in force and it shall be the responsibility of the Option holder to comply with any requirements to be fulfilled in order
to obtain or obviate the necessity of any such consent.



 


		9.5.	All Shares allotted or transferred under this Scheme shall rank equally in all respects with the Shares for the time being
in issue save as regards any rights attaching to such Shares by reference to a record date prior to the date of such allotment
or transfer.



 


 


		10.	OVERALL LIMIT ON THE GRANTING OF OPTIONS



 


		10.1	The aggregate number of Shares in respect of which Options may be granted (both exercised and those which remain exercisable
and have not lapsed), but excluding those have lapsed and cancelled, taken together with options already granted under this Scheme,
or any other share option or share incentive scheme adopted by the Company within the preceding ten years shall not exceed 10%
of the Ordinary Share Capital as at the Date of Grant.



 


		11.	INDIVIDUAL LIMITS ON THE GRANTING OF OPTIONS



 


		11.1.	No Option shall be granted to any Eligible Participant if or insofar as it would cause the aggregate market value of Shares
over which options granted in any 12 month period to that Eligible Participant, whether under the Scheme, or any other share option
or share incentive scheme adopted by the Company to exceed an amount that is greater than 10 times the amount of the emoluments
(which, without limitation, excludes pension benefits and benefits in kind but includes bonus entitlement) expressed as an annual
rate then payable to the Eligible Participant by the Group. For the purposes of this rule, the market value of a share in respect
of which rights to subscribe for shares have been or are to be granted shall be taken as the price payable upon the exercise of
such rights.





    	 



    	 



    


 


		12.	DEMERGER, RECONSTRUCTION OR WINDING-UP



 


		12.1.	Subject to rule 8.1, in the event that notice is given to shareholders of the Company of a proposed demerger of the Company
the Committee may give notice to Option holders that Options may then be exercised in respect of all the Shares over which they
subsist (subject to any performance-related condition or other objective criterion attaching to Options being satisfied) within
such period (not exceeding 30 days) as the Committee may specify in such notice to Option holders, save that no such notice to
Option holders shall be given unless the Auditors have confirmed in writing to the Committee that the interests of Option holders
would or might be substantially prejudiced if before the proposed demerger has effect Option holders could not exercise their Options
and be registered as the holders of the Shares thereupon acquired.



 


		12.2.	Subject to rule 8.1, if the court sanctions a compromise or arrangement proposed for the purposes of or in connection with
a scheme for the reconstruction of the Company or its amalgamation pursuant to section 425 of the Companies Act 1985 the Option
holder shall be entitled to exercise his Option during the period of 6 months commencing on the date on which the court sanctions
the compromise or arrangement (subject to any performance-related condition or other objective criterion attaching to Options being
satisfied) and thereafter the Option shall lapse and cease to be exercisable.



 


		12.3.	In the event of notice being given to holders of Shares of a resolution for the voluntary winding-up of the Company, an Option
may, subject to rule 8.1, be exercised at any time before the commencement of the winding-up (subject to any performance-related
condition or other objective criterion attaching to Options being satisfied) and thereafter the Option shall lapse and cease to
be exercisable.



 


		12.4.	All Options shall immediately lapse and cease to be exercisable upon the commencement of a winding-up of the Company.



 


 


		13.	TAKE-OVER



 


		13.1.	Subject to rule 8.1, if, as a result of either:



 


		(a)	a general offer to acquire the whole of the Ordinary Share Capital which is made on a condition such that if it is satisfied
the person making the offer will have Control of the Company; or





    	 



    	 



    


		(b)	a general offer to acquire all the shares in the Company of the same class as the Shares



 


the Company shall come under the Control of another
person or persons, the Option holder shall (subject to any performance-related condition or other objective criterion attaching
to Options being satisfied) be entitled to exercise his Option within the period of 6 months of the date when the person making
the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied or waived
and to the extent that the Option is not then exercised it shall upon the expiration of that period lapse and ceased to be exercisable.


 


		13.2.	Subject to rule 8.1, if at any time before an Option has lapsed any person becomes entitled or bound to acquire shares in the
Company under sections 428 to 430F (inclusive) of the Companies Act 1985 the Option holder shall (subject to any performance-related
condition or other objective criterion attaching to Options being satisfied) be entitled to exercise his Option at any time when
that person remains so entitled or bound and to the extent that the Option is not then exercised it shall upon the expiration of
that period lapse and cease to be exercisable.



 


		13.3.	For the purposes of this rule 13, a person shall be deemed to have Control of a company if he and others acting in concert
with him have together obtained Control of it.



 


 


		14.	VARIATION OF SHARE CAPITAL



 


		14.1.	In the event of any alteration of the Ordinary Share Capital by way of capitalization or rights issue, or sub-division, consolidation
or reduction or any other variation in the share capital of the Company, the Committee will make such adjustment:



 


		(a)	to the aggregate number or amount of Shares subject to any Option, and/or



 


		(b)	to the Exercise Price payable for each Share under any such Option, and/or



 


		(c)	where an Option to subscribe for Shares has been exercised but no Shares have been allotted in accordance with rule 9.2, to
the number of Shares which may be so allotted and the Exercise Price payable for each Such Share.



 


 


PROVIDED THAT




    	 



    	 



    


		(i)	except in the case of a capitalisation issue, any such adjustment is confirmed in writing by the Auditors to be in their opinion
fair and reasonable; and



 


		(ii)	except insofar as the Committee (on behalf of the Company) agrees to capitalise the Company's reserves and apply the same at
the time of exercise of the Option in paying up the difference between the Exercise Price and the nominal value of the Shares,
the Exercise Price in relation to any Option to subscribe for shares is not reduced below the nominal value of a Share.



 


		14.2.	As soon as reasonably practicable after any such adjustment has effect in relation to any Option the Company shall give notice
in writing to the Option holder.



 


 


		15.	ALTERATION OF SCHEME



 


		15.1.	The Committee may at any time alter or add to any of the provisions of this Scheme in any respect PROVIDED THAT:



 


		(a)	no such alteration or addition shall detrimentally affect Option holders with. regard to their subsisting Options except with
the consent of Option holders who, assuming they exercise their Options in full, would become entitled to not less than three quarters
of the nominal number of Shares the subject of such Options; and



 


		(b)	the Committee must obtain approval of the shareholders of the Company in general meeting where a variation seeks to extend
the class of persons eligible for the grant of Options, or alter to the advantage of Option holders rules relating to the grant
of Options, Scheme limits, the adjustment of Options, and the subscription price, save for minor amendments to benefit the administration
of the Scheme to comply or take account of any proposed or existing legislation or to obtain or maintain favourable tax, exchange
control or regulatory treatment for Option holders.



 


 


		15.2.	As soon as reasonably practicable after making any alteration or addition under this rule 15, the Committee shall give notice
in writing thereof to any Option holder affected.



 


		16.	SERVICE OF DOCUMENTS





    	 



    	 



    


		16.1.	Except as otherwise provided in this Scheme, any notice or document to be given by, or on behalf of, the Company to any person
in accordance or in connection with this Scheme shall be duly given:



 


		(a)	if he is a director or employee of any member of the Group by delivering it to him at his place of work; or



 


		(b)	by sending it through the post in a pre-paid envelope to the address last known to the Company to be his address and, if so
sent, it shall be deemed to have been duly given on the date of posting; or



 


		(c)	if he holds office or employment with any member of the Group, by sending a facsimile transmission or any other electronic
communication to a current facsimile or electronic communication number addressed to him at his place of work or his address last
known to the Company and if so sent it shall be deemed to have been duly given at the time of transmission.



 


		16.2.	Any notice or document so sent to an Eligible Participant and/or Option holder shall be deemed to have been duly given notwithstanding
that such person is then deceased (and whether or not the Company has notice of his death) except where his Personal Representatives
have established their title to the satisfaction of the Company and supplied to the Company an address to which documents are to
be sent.



 


		16.3.	Any notice in writing or document to be submitted or given to any of the Directors or the Company in accordance or in connection
with this Scheme may be delivered, sent by post, or facsimile transmission but shall not in any event be duly given unless it is
actually received by the secretary of the Company or such other individual as may from time to time be nominated by the Committee
and whose name and address is notified to Option holders.



 


		17.	TAXATION



 


		17.1.	If an Option Tax Liability arises in respect of an Option the Company shall be entitled to the extent permitted by law to deduct
such amount(s) from any payment due to be made by the Company or any Associated Company to or in respect of the Option holder in
respect of that Option during the same calendar month or other relevant period in which the event occurs or in any subsequent calendar
month or such relevant period in order to satisfy and discharge the Option Tax Liability whether or not such payment is of an income
or capital nature.



 


		17.2.	If and to the extent that the Option Tax Liability referred to in rule 17.1 is of income tax which exceeds the amount from
which deductions in respect





    	 



    	 



    


thereof can be made in any one period referred to
in rule 17.1 in respect of the Option holder concerned, that Option holder shall pay or reimburse the Company for the amount of
the excess on demand or within such period as may be specified in any written notice given by the Company.


 


		17.3.	Where an Option Tax Liability arises in respect of the exercise of an Option the Committee may, without prejudice to the Company's
rights under rule 17.1, by written notice to the Option holder concerned nominate as his bare trustee any person ("the Bare
Trustee") to sell such number of shares issued upon the exercise of the Option as may be required in order to discharge the
Option Tax Liability and any other liability (including costs) connected with the said sale and the Bare Trustee shall pay an amount
equal to the Option Tax Liability to the Company and otherwise discharge any other said liability to the extent that the net proceeds
from the said sale permit.



 


 


		18.	MISCELLANEOUS



 


		18.1.	The Company shall at all times keep available sufficient authorised but unissued Shares to satisfy the exercise in full of
all Options to subscribe for Shares for the time being remaining capable of being exercised under this Scheme.



 


		18.2.	The Committee may from time to time make and vary such rules and regulations not inconsistent herewith and establish such procedures
for the administration and implementation of this Scheme as they think fit and in the event of any dispute or disagreement as to
the interpretation of this Scheme or of any such rules, regulations or procedures or as to any question or right arising from or
related to this Scheme, the decision of the Committee shall
(except as regards any matter required to be determined by the Auditors hereunder) be final and binding upon all persons.





 


		18.3.	In any matter in which they are required to act hereunder, the Auditors shall be deemed to be acting as experts and not as
arbitrators.



 


		18.4.	The costs of the administration and implementation of this Scheme shall be borne by the Company.



 


		18.5.	Option holders shall not by reason of the Option be entitled to receive copies of any documents sent to holders of Shares nor
have any right to attend general meetings of the Company.





    	 



    	 



    


 


 


Schedule


 


 


The Eros International Plc Option
Awards 2012


 


 


Option Certificate


 


 


 


Name of Option holder:


...................................................................................


 


 


Address of Option holder:


..................................................................................


 


..................................................................................


 


..................................................................................


 


Date of Grant:


 


..................................................................................


 


Maximum Number of Shares:


..................................................................................


 


Exercise Price:


 


..................................................................................


 


 


 


Conditions to which the Option is Subject


..................................................................................




    	 



    	 



    


Eros International plc HEREBY GRANTS to the Option holder
named above an Option to subscribe for a maximum of ordinary shares in the Company at a price per share of ............ p


 


The Option is exercisable subject to
and in accordance with the rules of the Eros International plc Option awards 2012 as they are amended from time to time. In accordance
with rule 8.1, the Option may not in any event be exercised later than 30 June 2016.


 


 


EXECUTED and DELIVERED as a DEED by
EROS INTERNATIONAL PLC


acting by:


 


 


Director ....................................................................................


 


Secretary/Director ....................................................................


 


FORM OF ACCEPTANCE


 


I HEREBY AGREE to accept the grant of
this Option and be bound by the terms and conditions set out in the rules of the Eros International plc Option Awards 2012 and
the performance-related condition(s) of exercise set out in this Option Certificate.


 


I understand that I may be required
to account for an Option Tax Liability as set out in rule 17 of the Scheme and hereby indemnify the Company and each member of
the Group in respect of such Option Tax Liability.


 


SIGNED and DELIVERED as a DEED by


 


.......................................................


in the presence of:


 


 


...........................................


(Option holder signature)


 


Witness signature: .........................................................................


 


Witness name: (print): ....................................................................


Address: .......................................................................................


.....................................................................................................


.....................................................................................................


 


Occupation: ...................................................................................




    	 



    	 



    


 


The Eros International PLC Option
Awards 2012


 


 


Notice of Exercise Of Option


 


 


To: Company Secretary, Eros International
plc, 15-19 Athol Street, Douglas, Isle of Man IM1 1 LB


 


I hereby exercise the Option referred
to overleaf in respect of all/ ........ of the shares over which the Option may be exercised, and request the allotment
or transfer to me of those shares in accordance with the rules of the Scheme and the Memorandum and Articles of Association of
the Company.


 


I enclose a cheque made payable to Eros
International plc in the sum of £ ... being the aggregate


Exercise Price of such shares and warrant
that such cheque will be honoured on first presentation.


 


	Name (block letters)	 	Signature
	.................................................................	 	 
	.................................................................	 	 
	 	 	 
	 	 	 
	 	 	 
	Address	 	 
	..................................................................	 	 
	..................................................................	 	 
	..................................................................	 	Date
	..................................................................	 	 


 


 


Notes:


 


		1	This form must be accompanied by payment of the Exercise Price for the shares in respect of which
the Option is exercised.



 


		2	Where the Option is exercised by personal representatives, an office copy of the Probate or Letters
of Administration should accompany the form.



 


		3	The Scheme has not been approved by the Inland Revenue. Under current tax rules a charge to tax
will arise on the exercise of the Option on the difference between the market value of the shares at the date of exercise and the
price paid for them.



 


		4	IMPORTANT. Neither the Company nor the Company's advisers undertakes to advise you on the tax consequences
of exercising your Option. If you are unsure of the tax liabilities which may arise, you should take appropriate professional advice
before exercising your Option.