Exhibit 10.1


 





SECURITIES PURCHASE
AGREEMENT


This SECURITIES PURCHASE
AGREEMENT (the “Agreement”), dated as of December 4, 2017, 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.


RECITALS


A.       The
Company and each Buyer desire to enter into this transaction to purchase Notes (as defined below) and Warrants (as defined below)
pursuant to a currently effective shelf registration statement on Form F-3, which has sufficient availability for the issuance
of the Securities (as defined below) on the Closing Date (as defined below) (Registration Number 333-219708) (the “Registration
Statement”) and has been declared effective in accordance with the Securities Act of 1933, as amended (the “1933
Act”) by the U.S. Securities and Exchange Commission (the “SEC”).


B.       The
Company has authorized a new series of senior secured convertible notes due 2020 of the Company, in the aggregate original principal
amount of $122.5 million, substantially in the form attached hereto as Exhibit B-1 (the “Notes”),
which Notes shall be convertible into Ordinary Shares (as defined below) (the Ordinary Shares issuable pursuant to the terms of
the Notes, including, without limitation, upon conversion or otherwise, collectively, the “Conversion Shares”),
in accordance with, and issued pursuant to and by, the provisions of (x) an Indenture dated as of the Closing Date, by and between
the Company and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”), in substantially the form
attached hereto as Exhibit B-2 (as amended and/or supplemented from time to time, including, without limitation,
by any Supplemental Indenture (as defined below), the “Indenture”), and (y) a supplemental indenture with respect
to the Notes in the form attached hereto as Exhibit B-3 (the “Supplemental Indenture”).


C.       Each
Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, (i) a Note in
the aggregate original principal amount set forth opposite such Buyer’s name in column (3) on Exhibit A and
(ii) a warrant, substantially in the form attached hereto as Exhibit C (collectively, the “Warrants”),
to initially acquire up to that aggregate number of additional Ordinary Shares (as exercised, collectively, the “Warrant
Shares”) set forth opposite such Buyer’s name in column (4) on Exhibit A.


D.       The
Notes, the Conversion Shares, the Warrants and the Warrant Shares are collectively referred to herein as the “Securities.”


E.       Concurrently
herewith, the Trustee, the Company and the Buyers shall ender into that certain custodian agreement, substantially in the form
attached hereto as Exhibit D (collectively, the “Custodian Agreement”), pursuant to which the
Trustee shall act as custodian for the Notes.




    

     

    


 


AGREEMENT


NOW, THEREFORE, in consideration
of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and each Buyer hereby agree as follows:


1.       PURCHASE
AND SALE OF NOTES AND WARRANTS.


(a)       Purchase
of Notes and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company
shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing
Date (as defined below) a Note in the original principal amount as is set forth opposite such Buyer’s name in column (3)
on Exhibit A along with Warrants to initially acquire up to that aggregate number of Warrant Shares as is set forth
opposite such Buyer’s name in column (4) on Exhibit A.


(b)       Closing.
The closing (the “Closing”) of the purchase of the Notes and the Warrants by the Buyers shall occur at the offices
of Kelley Drye & Warren LLP, 101 Park Avenue, New York, NY 10178. The date and time of the Closing (the “Closing Date”)
shall be 10:00 a.m., New York time, on the first (1st) Business Day on which the conditions to the Closing set forth in Sections
6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer). As used herein
“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York,
New York are authorized or required by law to remain closed.


(c)       Purchase
Price. The aggregate purchase price for the Notes and the Warrants to be purchased by each Buyer (the
“Purchase Price”) shall be the amount set forth opposite such Buyer’s name in column (5) on Exhibit
A. Each Buyer shall pay $1,000 for each $1,225 of principal amount of Notes and related Warrants to be purchased by
such Buyer at the Closing. Each Buyer and the Company agree that the Notes and the Warrants constitute an “investment
unit” for purposes of Section 1273(c)(2) of the Internal Revenue Code of 1986, as amended (the
“Code”). The Buyers and the Company mutually agree that the allocation of the issue price of such
investment unit between the Notes and the Warrants in accordance with Section 1273(c)(2) of the Code and Treasury Regulation
Section 1.1273-2(h) shall be determined by the Company in its reasonable discretion, and neither the Buyers nor the Company
shall take any position for U.S. federal or applicable state or local income tax purposes inconsistent with such allocation
in any tax return or in any judicial or administrative proceeding in respect of taxes, unless required pursuant to a final
determination within the meaning of Section 1313(a) of the Code. The Company shall promptly provide Buyer with its
determination of such allocation upon written request.


(d)       Form
of Payment. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price (less, in the case of the lead Buyer,
the amount withheld pursuant to Section 4(j)) to the Company for the Notes and the Warrants to be issued and sold to such
Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below)
and (ii) the Company shall deliver to each Buyer (A) a Note in the aggregate original principal amount as is set forth opposite
such Buyer’s name in column (3) of Exhibit A and (B) a Warrant pursuant to which such Buyer shall have the
right to initially acquire up to such aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column
(4) of Exhibit A, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or
its designee.




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2.       BUYER’S
REPRESENTATIONS AND WARRANTIES.


Each Buyer, severally and
not jointly, represents and warrants to the Company with respect to only itself that, as of the date hereof and as of the Closing
Date:


(a)       Organization;
Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the
Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.


(b)       Validity;
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and shall
constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with its terms,
except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’
rights and remedies.


(c)       No
Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the
transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of such Buyer,
or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument
to which such Buyer is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including
federal and state securities laws) applicable to such Buyer, except in the case of clauses (ii) and (iii) above, for such conflicts,
defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have a material adverse
effect on the ability of such Buyer to perform its obligations hereunder.


(d)       No
Group. Other than affiliates of such Buyer who are also Buyers under this Agreement, such Buyer is not under common control
with or acting in concert with any other Buyer and is not part of a “group” for purposes of the 1934 Act.


(e)       Certain
Trading Activities. Such Buyer has not, directly or indirectly, and no Person (as defined below) acting on behalf of or pursuant
to any understanding with such Buyer which had knowledge of the transactions contemplated hereby and that (i) has or shares discretion
relating to such Buyer’s investments and trading or information concerning such Buyer’s investments or (ii) is subject
to such Buyer’s review or input concerning such Person’s investments or trading (the foregoing, “Buyer Trading
Affiliates”), has engaged in any purchases or sales of any securities, including any derivatives, of the Company (including,
without limitation, any short sales (as defined in Rule 200 promulgated under Regulation SHO of the 1934 Act, but not including
any sale marked “short exempt”) involving any of the Company’s securities) (a “Transaction”)
since the time that such Buyer was first contacted by the Company or any other Person regarding the investment in the Company contemplated
herein. Such Buyer covenants that neither it nor any Buyer Trading Affiliate will engage, directly or indirectly, in any Transactions
prior to the time the transactions contemplated by this Agreement are publicly disclosed. Notwithstanding the foregoing, for the
avoidance of doubt, nothing contained herein shall constitute a representation or warranty against, or a prohibition of, any actions
with respect to the borrowing of, arrangement to borrow, identification of the availability of, and/or securing of, securities
of the Company in order for such Buyer (or its broker or other financial representative) to effect Short Sales or similar transactions
in the future.




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3.       REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


The Company represents and
warrants to each of the Buyers that, as of the date hereof and as of the Closing Date:


(a)       Organization
and Qualification. Each of the Company and each of its Subsidiaries are entities duly incorporated and validly existing and
in good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authority to own
their properties and to carry on their business as now being conducted and as presently proposed to be conducted. Each of the Company
and each of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction
in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to
the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse
Effect (as defined below). As used in this Agreement, “Material Adverse Effect” means any material adverse effect
on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise)
or prospects of the Company or any Subsidiary, individually or taken as a whole, (ii) the transactions contemplated hereby or in
any of the other Transaction Documents or any other agreements or instruments to be entered into in connection herewith or therewith
or (iii) the authority or ability of the Company or any of its Subsidiaries to perform any of their respective obligations under
any of the Transaction Documents (as defined below). Other than the Subsidiaries (as defined below) set forth on Schedule 3(a),
there is no Person (as defined below) in which the Company, directly or indirectly, (I) owns any of the outstanding share capital
or holds any equity or similar interest of such Person or (II) controls or operates all or any part of the business, operations
or administration of such Person. “Subsidiaries” means, any “significant subsidiary” (as defined
by Rule 1-02 of Regulation S-X) of the Company, and each of the foregoing, is individually referred to herein as a “Subsidiary.”
As of the date hereof, the only Subsidiaries of the Company are Eros Worldwide FZ-LLC and Eros International Limited.


(b)       Authorization;
Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this
Agreement and the other Transaction Documents (as defined below) and to issue the Securities in accordance with the terms hereof
and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation
by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes and
the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the issuance of the
Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been
duly authorized by the Company’s board of directors (other than (i) the filing with the SEC of (A) the 6-K Filing (as defined
below), (B) a prospectus supplement in connection with the Closing as required by the Registration Statement pursuant to Rule 424(b)
under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration
Statement (the “Prospectus”), (C) the Indenture (and/or any amendment or supplement thereto) and (D) a Form
T-1, and (ii) any other filings as may be required by any state securities agencies (collectively, the “Required Approvals”))
and no further filing, consent or authorization is required by the Company, its board of directors or its shareholders or other
governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be




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prior to the Closing, duly
executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles
of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting
generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution
may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement,
the Notes, the Warrants, the Custodian Agreement, the Indenture, the Supplemental Indentures, the Irrevocable Transfer Agent Instructions
(as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection
with the transactions contemplated hereby and thereby, as may be amended from time to time.


(c)       Issuance
of Securities; Registration Statement. The issuance of the Notes and the Warrants are duly authorized and upon issuance in
accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all
preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances,
security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of
the Closing, the Company shall have reserved from its duly authorized share capital not less than the sum of (i) 150% of the maximum
number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible
at the initial Conversion Price (as defined in the Notes), (y) interest on the Notes shall accrue through the third anniversary
of the Closing Date and will be converted in Ordinary Shares at a conversion price equal to the Alternate Conversion Price (as
defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof and (z) any such conversion
shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number
of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise
of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the
Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued,
fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the
holders being entitled to all rights accorded to a holder of Ordinary Shares. The issuance by the Company of the Securities has
been registered under the 1933 Act, the Securities are being issued pursuant to the Registration Statement and all of the Securities
are freely transferable and freely tradable by each of the Buyers without restriction, whether by way of registration or some exemption
therefrom. The Registration Statement is effective and available for the issuance of the Securities thereunder and the Company
has not received any notice that the SEC has issued or intends to issue a stop-order with respect to the Registration Statement
or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently,
or intends or has threatened in writing to do so. The “Plan of Distribution” section under the Registration Statement
permits the issuance and sale of the Securities hereunder and as contemplated by the Indenture and the Supplemental Indenture.
Upon receipt of the Securities, each of the Buyers will have good and marketable title to the Securities. The Registration Statement
and any prospectus included therein, including the Prospectus and the Prospectus Supplement, complied in all material respects
with the requirements of the 1933 Act and the Securities Exchange Act of 1934, as amended (the “1934 Act”) and
the rules and regulations of the SEC promulgated thereunder and all other applicable




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laws and regulations. At the
time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective
date thereof pursuant to Rule 430B(f)(2) of the 1933 Act, the Registration Statement and any amendments thereto complied and will
comply in all material respects with the requirements of the 1933 Act and did not and will not contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not
misleading. The Prospectus and any amendments or supplements thereto (including, without limitation the Prospectus Supplement),
at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, complied, and will comply,
in all material respects with the requirements of the 1933 Act and did not, and will not, contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which
they were made, not misleading. The Company meets all of the requirements for the use of Form F-3 under the 1933 Act for the offering
and sale of the Securities contemplated by this Agreement and the other Transaction Documents, and the SEC has not notified the
Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) under the 1933 Act. The
Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the 1933 Act. At the earliest time after the
filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning
of Rule 164(h)(2) under the 1933 Act) relating to any of the Securities, the Company was not and is not an “Ineligible Issuer”
(as defined in Rule 405 under the 1933 Act). The Company (i) has not distributed any offering material in connection with the offer
or sale of any of the Securities and (ii) until no Buyer holds any of the Securities, shall not distribute any offering material
in connection with the offer or sale of any of the Securities to, or by, any of the Buyers (if required), in each case, other than
the Registration Statement, the Prospectus or the Prospectus Supplement. In accordance with Rule 5110(b)(7)(C)(i) of the Financial
Industry Regulatory Authority Manual, the offering of the Securities has been registered with the SEC on Form F-3 under the 1933
Act pursuant to the standards for Form F-3 in effect prior to October 21, 1992, and the Securities are being offered pursuant to
Rule 415 promulgated under the 1933 Act.


(d)       No
Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants,
the Conversion Shares and the Warrant Shares and the reservation for issuance of the Conversion Shares and the Warrant Shares)
will not (i) result in a violation of the Memorandum of Association or Articles of Association of the Company (the “Organizational
Documents”), of the Company, or any share capital or other securities of the Company, (ii) conflict with, or constitute
a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others
any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company
or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including,
without limitation, foreign, federal and state securities laws and regulations and the rules and regulations of The New York Stock
Exchange (the “Principal Market”) and including all applicable foreign (including, without limitation, the Isle
of Man), federal and state laws, rules and regulations) applicable to the Company or any of its Subsidiaries or by which any property
or asset of the Company or any of its Subsidiaries is bound or affected, except in the case of clauses (ii) and (iii) above, for
such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect.




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(e)       Consents.
Neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any filing or
registration with (other than the Required Approvals), any Governmental Entity (as defined below) or any regulatory or self-regulatory
agency or any other Person in order for it to execute, deliver or perform any of its respective obligations under or contemplated
by the Transaction Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders,
filings and registrations which the Company or any Subsidiary is required to obtain pursuant to the preceding sentence have been
or will be obtained or effected on or prior to the Closing Date, and neither the Company nor any of its Subsidiaries are aware
of any facts or circumstances which might prevent the Company or any of its Subsidiaries from obtaining or effecting any of the
registration, application or filings contemplated by the Transaction Documents. The Company is not in violation of the requirements
of the Principal Market. “Governmental Entity” means any nation, state, county, city, town, village, district,
or other political jurisdiction of any nature, federal, state, local, municipal, foreign, or other government, governmental or
quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any
court or other tribunal), multi-national organization or body; or body exercising, or entitled to exercise, any administrative,
executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature or instrumentality of any of the
foregoing, including any entity or enterprise owned or controlled by a government or a public international organization or any
of the foregoing.


(f)       Acknowledgment
Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the
capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby
and thereby and that no Buyer is (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate”
(as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)))
of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the Ordinary
Shares (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)).
The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries
(or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and
any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions
contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents
to each Buyer that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely
on the independent evaluation by the Company and its respective representatives.


(g)       Placement
Agent Fees. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees,
or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising out
of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense
(including, without limitation, attorney's fees and out-of-pocket expenses) arising in connection with any such claim. Neither
the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of
the Securities.




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(h)       Dilutive
Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain
circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms of the
Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this
Agreement, the Notes and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such
issuance may have on the ownership interests of other shareholders of the Company.


(i)       Application
of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any,
in order to render inapplicable any control share acquisition, interested shareholder, business combination, poison pill (including,
without limitation, any distribution under a rights agreement), shareholder rights plan or other similar anti-takeover provision
under the Organizational Documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable
to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s
issuance of the Securities and any Buyer’s ownership of the Securities. The Company and its board of directors have taken
all necessary action, if any, in order to render inapplicable any shareholder rights plan or similar arrangement relating to accumulations
of beneficial ownership of Ordinary Shares or a change in control of the Company or any of its Subsidiaries.


(j)       SEC
Documents; Financial Statements. During the one (1) year prior to the date hereof, the Company has timely filed all reports,
schedules, forms and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934
Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements,
notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC
Documents”). The Company has delivered or has made available to the Buyers or their respective representatives true,
correct and complete copies of each of the SEC Documents not available on the EDGAR system. As of their respective dates, the SEC
Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated
thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained
any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective
dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of
filing. Such financial statements have been prepared in accordance with International Financial Reporting Standards issued by the
International Accounting Standards Board (“IFRS”), consistently applied, during the periods involved (except
(i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements,
to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects
the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods
then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either
individually or in the aggregate). No material information has been provided by or on behalf of the Company to any of the Buyers




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that has not been included
in the SEC Documents or the 6-K Filing (as defined below). The Company is not currently contemplating to amend or restate any of
the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company
with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently
aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case,
in order for any of the Financials Statements to be in compliance with IFRS and the rules and regulations of the SEC. The Company
has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial
Statements or that there is any need for the Company to amend or restate any of the Financial Statements.


(k)       Absence
of Certain Changes. Since the date of the Company’s most recent audited financial statements contained in a Form 20-F,
there has been no Material Adverse Effect. Since the date of the Company’s most recent audited financial statements contained
in a Form 20-F, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends, (ii) sold any assets, individually
or in the aggregate, outside of the ordinary course of business or (iii) made any capital expenditures, individually or in the
aggregate, outside of the ordinary course of business. Neither the Company nor any of its Subsidiaries has taken any steps to seek
protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding
up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend
to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do
so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving
effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (as defined below). For purposes
of this Section 3(k), “Insolvent” means, (i) with respect to the Company and its Subsidiaries, on a consolidated
basis, (A) the present fair saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required
to pay the Company’s and its Subsidiaries’ total Indebtedness (as defined below), (B) the Company and its Subsidiaries
are unable to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute
and matured or (C) the Company and its Subsidiaries intend to incur or believe that they will incur debts that would be beyond
their ability to pay as such debts mature; and (ii) with respect to the Company and each Subsidiary, individually, (A) the present
fair saleable value of the Company’s or such Subsidiary’s (as the case may be) assets is less than the amount required
to pay its respective total Indebtedness, (B) the Company or such Subsidiary (as the case may be) is unable to pay its respective
debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C)
the Company or such Subsidiary (as the case may be) intends to incur or believes that it will incur debts that would be beyond
its respective ability to pay as such debts mature. Neither the Company nor any of its Subsidiaries has engaged in any business
or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s or such
Subsidiary’s remaining assets constitute unreasonably small capital with which to conduct the business in which it is engaged
as such business is now conducted and is proposed to be conducted.




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(l)       No
Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred
or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective
businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that
(i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form F-1 filed
with the SEC relating to an issuance and sale by the Company of its Ordinary Shares and which has not been publicly announced or
(ii) could have a Material Adverse Effect.


(m)       Conduct
of Business; Regulatory Permits. The Company is not in violation of any term of or in default under its Organizational Documents.
Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule
or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct
its business in violation of any of the foregoing, except in all cases for possible violations which could not, individually or
in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation
of any of the rules, regulations or requirements of the Principal Market. During the two years prior to the date hereof, (i) the
Ordinary Shares have been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares have
not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from
the SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares from the Principal Market. The Company
and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities
necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits
would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has
received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.
There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or
to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting
or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company
or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted other than
such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse
Effect on the Company or any of its Subsidiaries.


(n)       Foreign
Corrupt Practices. Neither the Company, the Company’s subsidiary or any director, officer, agent, employee, nor any other
person acting for or on behalf of the foregoing (individually and collectively, a “Company Affiliate”) have
violated the U.S. Foreign Corrupt Practices Act (the “FCPA”) or any other applicable anti-bribery or anti-corruption
laws, nor has any Company Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered, given,
promised to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official
capacity for any Governmental Entity to any political party or official thereof or to any candidate for political office (individually
and collectively, a “Government Official”) or to any person under circumstances where such Company Affiliate
knew or was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised,
directly or indirectly, to any Government Official, for the purpose of:




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(i)       (A)
influencing any act or decision of such Government Official in his/her official capacity, (B) inducing such Government Official
to do or omit to do any act in violation of his/her lawful duty, (C) securing any improper advantage, or (D) inducing such Government
Official to influence or affect any act or decision of any Governmental Entity, or


(ii)       assisting
the Company or its Subsidiaries in obtaining or retaining business for or with, or directing business to, the Company or its Subsidiaries.


(o)       Sarbanes-Oxley
Act. The Company and each Subsidiary is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of
2002, as amended, and any and all applicable rules and regulations promulgated by the SEC thereunder.


(p)       Transactions
With Affiliates. Except as disclosed in the SEC Documents, no current or former employee, partner, director, officer or shareholder
(direct or indirect) of the Company or its Subsidiaries, or any associate, or, to the knowledge of the Company, any affiliate of
any thereof, or any relative with a relationship no more remote than first cousin of any of the foregoing, is presently, or has
ever been, (i) a party to any transaction with the Company or its Subsidiaries (including any contract, agreement or other arrangement
providing for the furnishing of services by, or rental of real or personal property from, or otherwise requiring payments to, any
such director, officer or shareholder or such associate or affiliate or relative Subsidiaries (other than for ordinary course services
as employees, officers or directors of the Company or any of its Subsidiaries)) or (ii) the direct or indirect owner of an interest
in any corporation, firm, association or business organization which is a competitor, supplier or customer of the Company or its
Subsidiaries (except for a passive investment (direct or indirect) in less than 5% of the common stock, common equity or ordinary
shares, as applicable, of a company whose securities are traded on or quoted through an Eligible Market (as defined in the Notes)),
nor does any such Person receive income from any source other than the Company or its Subsidiaries which relates to the business
of the Company or its Subsidiaries or should properly accrue to the Company or its Subsidiaries. No employee, officer, shareholder
or director of the Company or any of its Subsidiaries or member of his or her immediate family is indebted to the Company or its
Subsidiaries, as the case may be, nor is the Company or any of its Subsidiaries indebted (or committed to make loans or extend
or guarantee credit) to any of them, other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable
expenses incurred on behalf of the Company, and (iii) for other standard employee benefits made generally available to all employees
or executives (including share option agreements outstanding under any share option plan approved by the Board of Directors of
the Company).


(q)       Equity
Capitalization. 


(i)       Definitions:


(A)       “Ordinary
Shares” means (x) the Company’s A ordinary shares, £0.30 par value per share, and (y) any share capital
into which such A ordinary shares shall have been changed or any share capital resulting from a reclassification of such ordinary
shares.




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(B)       “B
Ordinary Shares” means (i) the Company’s B ordinary shares, £0.30 par value per share, and (ii) any
share capital into which such ordinary shares shall have been changed or any share capital resulting from a reclassification of
such B ordinary shares.


(ii)       Authorized
and Outstanding Share capital. As of the date hereof, the authorized share capital of the Company consists of 100,000,000 ordinary
shares, par value GBP 0.30 per share, which may be designed as Ordinary Shares or B Ordinary Shares, of which, 51,526,360 Ordinary
Shares and 9,712,715 B Ordinary Shares are issued and outstanding. As of the date hereof, there are 860,162 Ordinary Shares reserved
for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) exercisable or exchangeable
for, or convertible into, Ordinary Shares.. No Ordinary Shares are held in the treasury of the Company.


(iii)       Valid
Issuance; Available Shares; Affiliates. All of such outstanding shares are duly authorized and have been, or upon issuance
will be, validly issued and are fully paid and nonassessable. Schedule 3(q)(iii) sets forth the number of Ordinary Shares
that are (A) reserved for issuance pursuant to Convertible Securities (other than the Notes and the Warrants) and (B) that are,
as of the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated
based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding
Ordinary Shares are “affiliates” without conceding that any such Persons are “affiliates” for purposes
of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, no Person owns 10% or
more of the Company’s issued and outstanding Ordinary Shares (calculated based on the assumption that all Convertible Securities
(as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the
case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without
conceding that such identified Person is a 10% shareholder for purposes of federal securities laws).


(iv)       Existing
Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s or any Subsidiary’s
shares, interests or share capital is subject to preemptive rights or any other similar rights or Liens suffered or permitted by
the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments
of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares,
interests or share capital of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements
by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or share capital of
the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or
share capital of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or
any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the
this Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain
any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company
or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are
no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities;
and (F) neither the Company nor any Subsidiary has any share appreciation rights or “phantom share” plans or agreements
or any similar plan or agreement.




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(v)       Organizational
Documents. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Organizational
Documents, and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto.


(r)       Indebtedness
and Other Contracts. Neither the Company nor any of its Subsidiaries, (i) except as disclosed on Schedule 3(q),
has any outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments
evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may
become bound, (ii) is a party to any contract, agreement or instrument, the violation of which, or default under which, by the
other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material Adverse Effect,
(iii) has any financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries;
(iv) is in violation of any term of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except
where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (v) is
a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the
Company’s officers, has or is expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries
have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents,
other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which,
individually or in the aggregate, do not or could not have a Material Adverse Effect. For purposes of this Agreement: (x) “Indebtedness”
of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed
as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance
with IFRS) (other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement
or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced
by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition
of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention
agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness
(even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession
or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with IFRS,
consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses
(A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise,
to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even
though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and
(H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through
(G) above; (y) “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent
or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary
purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee
of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with,
or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto and (z) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and any Governmental Entity or any department or agency thereof.




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(s)       Litigation.
There is no action, suit, arbitration, proceeding, inquiry or investigation before or by the Principal Market, any court, public
board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of the Company, threatened
against or affecting the Company or any of its Subsidiaries, the Ordinary Shares or any of the Company’s or its Subsidiaries’
officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such, which individually or in
the aggregate is material to the Company or any of its Subsidiaries. Without limitation of the foregoing, to the knowledge of the
Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any of its Subsidiaries or any
current or former director or officer of the Company or any of its Subsidiaries. The SEC has not issued any stop order or other
order suspending the effectiveness of any registration statement filed by the Company under the 1933 Act or the 1934 Act, including,
without limitation, the Registration Statement. Neither the Company nor any of its Subsidiaries is subject to any order, writ,
judgment, injunction, decree, determination or award of any Governmental Entity.


(t)       Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and
risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company
and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or
applied for, and neither the Company nor any such Subsidiary has any reason to believe that it will be unable to renew its existing
insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to
continue its business at a cost that would not have a Material Adverse Effect.


(u)       Employee
Relations. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any
member of a union. The Company and its Subsidiaries believe that their relations with their employees are good. No executive officer
(as defined in Rule 501(f) promulgated under the 1933 Act) or other key employee of the Company or any of its Subsidiaries has
notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise
terminate such officer’s employment with the Company or any such Subsidiary. The Company and its Subsidiaries are in compliance
with all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices and benefits,
terms and conditions of employment and wages and hours, except where failure to be in compliance would not, either individually
or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


(v)       Title.
Each of the Company and its Subsidiaries holds good title to all real property, leases in real property, facilities or other interests
in real property owned or held by the Company or any of its Subsidiaries (the “Real Property”) owned by the
Company or any of its Subsidiaries (as applicable). The Real Property is free and clear of all Liens and is not subject to any
rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except for (a) Liens
for (i) current taxes not yet delinquent or (ii) taxes the amount or validity of which are being contested in good faith, (b) zoning
laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto and (c)
Liens that would not cause a Material Adverse Effect. Any Real Property held under lease by the Company or any of its Subsidiaries
are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with
the use made and proposed to be made of such property and buildings by the Company or any of its Subsidiaries.




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(w)       Intellectual
Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names,
service marks, service mark registrations, service names, original works of authorship, patents, patent rights, copyrights, inventions,
licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and
registrations therefor (“Intellectual Property Rights”) necessary to conduct their respective businesses as
now conducted. The Company does not have any knowledge of any infringement by the Company or its Subsidiaries of Intellectual Property
Rights of others. There is no claim, action or proceeding being made or brought, or to the knowledge of the Company or any of its
Subsidiaries, being threatened, against the Company or any of its Subsidiaries regarding its Intellectual Property Rights. The
Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of
their Intellectual Property Rights.


(x)Environmental
Laws(i). (i) The Company and its Subsidiaries (A) are in compliance with any and all Environmental Laws (as defined below),
(B) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their
respective businesses and (C) are in compliance with all terms and conditions of any such permit, license or approval where, in
each of the foregoing clauses (A), (B) and (C), the failure to so comply could be reasonably expected to have, individually or
in the aggregate, a Material Adverse Effect. The term “Environmental Laws” means all federal, state, local or
foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air,
surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges,
releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively,
“Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees,
demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued,
entered, promulgated or approved thereunder.


(ii)       No
Hazardous Materials:


(A)       have
been disposed of or otherwise released from any Real Property of the Company or any of its Subsidiaries in violation of any Environmental
Laws; or


(B)       are
present on, over, beneath, in or upon an Real Property or any portion thereof in quantities that would constitute a violation of
any Environmental Laws. No prior use by the Company or any of its Subsidiaries of any Real Property has occurred that violates
any Environmental Laws, which violation would have a Material Adverse Effect.


(iii)       Neither
the Company nor any of its Subsidiaries knows of any other person who or entity which has stored, treated, recycled, disposed of
or otherwise located on any Real Property any Hazardous Materials, including, without limitation, such substances as asbestos and
polychlorinated biphenyls.




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(iv)       None
of the Real Properties are on any federal or state “Superfund” list or Liability Information System (“CERCLIS”)
list or any state environmental agency list of sites under consideration for CERCLIS, nor subject to any environmental related
Liens.


(y)       Subsidiary
Rights. The Company or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable
law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the Company or such Subsidiary.


(z)       Taxes.
The Company and each of its Subsidiaries (i) has timely made or filed all material foreign, federal and state income, and all other
material tax returns required to be filed by it, (ii) has timely paid all material taxes, and other governmental assessments and
charges that are material in amount, shown or determined to be due on such returns, except those being contested in good faith
and (iii) has set aside on its books and records relating to a period subsequent to the latest period to which such returns relate
provision reasonably adequate for the payment of all material taxes incurred in such period. There are no unpaid taxes in any material
amount claimed to be due in writing by a taxing authority of any jurisdiction in any pending audit or examination.


(aa)Internal Accounting
and Disclosure Controls. The Company and each of its Subsidiaries maintains internal control over financial reporting (as such
term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain
asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s
general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing
assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The Company maintains
disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 1934 Act) that are effective in ensuring
that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded,
processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation,
controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files
or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive
officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required
disclosure. Neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant, Governmental
Entity or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls
over financial reporting of the Company or any of its Subsidiaries.


(bb)Off Balance Sheet
Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and
an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and
is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.




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(cc)Investment Company
Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,”
an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated
person” of, or “promoter” or “principal underwriter” for, an “investment company” as
such terms are defined in the Investment Company Act of 1940, as amended.


(dd)Acknowledgement
Regarding Buyers’ Trading Activity. It is understood and acknowledged by the Company that (i) following the public disclosure
of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, none of the Buyers have been
asked by the Company or any of its Subsidiaries to agree, nor has any Buyer agreed with the Company or any of its Subsidiaries,
to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or
short) any securities of the Company, or “derivative” securities based on securities issued by the Company or to hold
any of the Securities for any specified term; (ii) any Buyer, and counterparties in “derivative” transactions to which
any such Buyer is a party, directly or indirectly, presently may have a “short” position in the Ordinary Shares which
was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction Documents; and (iii)
each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counterparty in any “derivative”
transaction. The Company further understands and acknowledges that following the public disclosure of the transactions contemplated
by the Transaction Documents pursuant to the Press Release (as defined below) one or more Buyers may engage in hedging and/or trading
activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods
that the value and/or number of the Warrant Shares or Conversion Shares, as applicable, deliverable with respect to the Securities
are being determined and such hedging and/or trading activities, if any, can reduce the value of the existing shareholders’
equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company
acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement, the Notes,
the Warrants or any other Transaction Document or any of the documents executed in connection herewith or therewith.


(ee)Manipulation
of Price. Neither the Company nor any of its Subsidiaries has, and, to the knowledge of the Company, no Person acting on their
behalf has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization or manipulation of
the price of any security of the Company or any of its Subsidiaries to facilitate the sale or resale of any of the Securities,
(ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, (iii) paid or agreed
to pay to any Person any compensation for soliciting another to purchase any other securities of the Company or any of its Subsidiaries
or (iv) paid or agreed to pay any Person for research services with respect to any securities of the Company or any of its Subsidiaries.


(ff)[Intentionally
omitted].


(gg)Transfer Taxes.
On the Closing Date, all share transfer or other transfer taxes which are required to be paid in connection with the issuance,
sale and transfer of the Securities to be sold to each Buyer hereunder will be, or will have been, fully paid or provided for by
the Company.




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(hh)Bank Holding
Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as amended
(the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”). Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five
percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total
equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any
of its Subsidiaries or affiliates exercises a controlling influence over the management or policies of a bank or any entity that
is subject to the BHCA and to regulation by the Federal Reserve.


(ii)       Shell
Company Status. The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).


(jj)Money Laundering.
The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA Patriot Act of 2001 and all
other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, without limitation, the laws, regulations
and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not limited,
to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons
Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in
31 CFR, Subtitle B, Chapter V.


(kk)Management.
Except as set forth in Schedule 3(kk) hereto, during the past five year period, no current or former officer or director
has been the subject of:


(i)       a
petition under bankruptcy laws or any other insolvency or moratorium law or the appointment by a court of a receiver, fiscal agent
or similar officer for such Person, or any partnership in which such person was a general partner at or within two years before
the filing of such petition or such appointment, or any corporation or business association of which such person was an executive
officer at or within two years before the time of the filing of such petition or such appointment;


(ii)       a
conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations that do not
relate to driving while intoxicated or driving under the influence);


(iii)       any
order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining any such person from, or otherwise limiting, the following activities:


(1)       Acting
as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person
of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing
any conduct or practice in connection with such activity;




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(2)       Engaging
in any particular type of business practice; or


(3)       Engaging
in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of securities
laws or commodities laws;


(iv)       any
order, judgment or decree, not subsequently reversed, suspended or vacated, of any authority barring, suspending or otherwise limiting
for more than sixty (60) days the right of any such person to engage in any activity described in the preceding sub paragraph,
or to be associated with persons engaged in any such activity;


(v)       a
finding by a court of competent jurisdiction in a civil action or by the SEC or other authority to have violated any securities
law, regulation or decree and the judgment in such civil action or finding by the SEC or any other authority has not been subsequently
reversed, suspended or vacated; or


(vi)       a
finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated
any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or
vacated.


(ll)Share Option
Plans(b). Each share option granted by the Company was granted (i) in accordance with the terms of the applicable share
option plan of the Company and (ii) with an exercise price at least equal to the fair market value of the Ordinary Shares on the
date such share option would be considered granted under IFRS and applicable law. No share option granted under the Company's share
option plan has been backdated.


(mm)No Disagreements
with Accountants(c). There are no material disagreements of any kind presently existing, or reasonably anticipated by the
Company to arise, between the Company and the accountants employed by the Company


(nn)No Additional
Agreements. The Company does not have any agreement or understanding with any Buyer with respect to the transactions contemplated
by the Transaction Documents other than as specified in the Transaction Documents.


(oo)       Public
Utility Holding Act. None of the Company nor any of its Subsidiaries is a “holding company,” or an “affiliate”
of a “holding company,” as such terms are defined in the Public Utility Holding Act of 2005.


(pp)Federal Power
Act. None of the Company nor any of its Subsidiaries is subject to regulation as a “public utility” under the Federal
Power Act, as amended.


(qq)Ranking of Notes.
No Indebtedness of the Company, at the Closing, will be senior to the Notes in right of payment, whether with respect to payment
or redemptions, interest, damages, upon liquidation or dissolution or otherwise.




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(rr)Compliance With
FINRA Rule 5110. At the time the Registration Statement was declared effective by the SEC, and as of the date hereof and as
of the Closing Date, the Company has (i) a 1934 Act reporting history in excess of 36 months and (ii) a non-affiliate, public common
float of at least $100 million and annual trading volume of at least three million shares.


(ss)Qualification
Under Trust Indenture Act. Prior to any issuance of Notes hereunder, the Company shall qualify or cause or arrange for the
Trustee to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the “TIA”) and enter into
any necessary supplemental indentures in connection therewith and, so long as the Notes remain outstanding, the Indenture shall
be maintained in compliance with the TIA.


(tt)Disclosure.
The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or
counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning
the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other
Transaction Documents, and the Company understands and confirms that each of the Buyers will rely on such representation in effecting
transactions in securities of the Company. No event or circumstance has occurred or information exists with respect to the Company
or any of its Subsidiaries or its or their business, properties, liabilities, prospects, operations (including results thereof)
or conditions (financial or otherwise), which, under applicable law, rule or regulation, requires public disclosure at or before
the date hereof or announcement by the Company but which has not been so publicly disclosed. The Company acknowledges and agrees
that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than
those specifically set forth in Section 2.


4.       COVENANTS.


(a)       Reasonable
Best Efforts. Each Buyer shall use its reasonable best efforts to timely satisfy each of the covenants hereunder and conditions
to be satisfied by it as provided in Section 6 of this Agreement. The Company shall use its reasonable best efforts to timely satisfy
each of the covenants hereunder and conditions to be satisfied by it as provided in Section 7 of this Agreement.


(b)       Amendments
to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses.


(i)       Amendments
to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. Except as provided in this Agreement and
other than periodic reports required to be filed pursuant to the 1934 Act, the Company shall not file with the SEC any amendment
to the Registration Statement that relates to the Buyer, this Agreement or any other Transaction Document or the transactions contemplated
hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer, this Agreement or any other Transaction
Document or the transactions contemplated hereby or thereby with respect to which (a) the Buyer shall not previously have been
advised, (b) the Company shall not have given due consideration to any comments thereon received from the Buyer or its counsel,
or (c) the Buyer shall reasonably object after being so




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advised, unless the
Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus
to comply with the 1933 Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event
later than 24 hours) so inform the Buyer, the Buyer shall be provided with a reasonable opportunity to review and comment upon
any disclosure relating to the Buyer and the Company shall expeditiously furnish to the Buyer an electronic copy thereof. In addition,
for so long as, in the reasonable opinion of counsel for the Buyer, the Prospectus (or in lieu thereof, the notice referred to
in Rule 173(a) under the 1933 Act) is required to be delivered in connection with any acquisition or sale of Securities by the
Buyer, the Company shall not file any Prospectus Supplement with respect to the Securities without delivering or making available
a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer promptly.


(ii)       The
Company has not made, and agrees that unless it obtains the prior written consent of the Buyer it will not make, an offer relating
to the Securities that would constitute an “issuer free writing prospectus” as defined in Rule 433 promulgated under
the 1933 Act (an “Issuer Free Writing Prospectus”) or that would otherwise constitute a “free writing
prospectus” as defined in Rule 405 promulgated under the 1933 Act (a “Free Writing Prospectus”) required
to be filed by the Company or the Buyer with the SEC or retained by the Company or the Buyer under Rule 433 under the 1933 Act.
The Buyer has not made, and agrees that unless it obtains the prior written consent of the Company it will not make, an offer relating
to the Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the SEC or retained
by the Company under Rule 433 under the 1933 Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented
to by the Buyer or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The
Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer
Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433
under the 1933 Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending
and record keeping.


(c)       Prospectus
Delivery. Immediately prior to execution of this Agreement, the Company shall have delivered to the Buyer, and as soon as practicable
after execution of this Agreement the Company shall file, Prospectus Supplements with respect to the Securities to be issued on
the Closing Date, as required under, and in conformity with, the 1933 Act, including Rule 424(b) thereunder. The Company shall
provide the Buyer a reasonable opportunity to comment on a draft of each Prospectus Supplement and any Issuer Free Writing Prospectus,
shall give due consideration to all such comments and, subject to the provisions of Section 4(b) hereof, shall deliver or make
available to the Buyer, without charge, an electronic copy of each form of Prospectus Supplement, together with the Prospectus,
and any Permitted Free Writing Prospectus on the Closing Date. The Company consents to the use of the Prospectus (and of any Prospectus
Supplements thereto) in accordance with the provisions of the 1933 Act and with the securities or “blue sky” laws of
the jurisdictions in which the Securities may be sold by the Buyer, in connection with the offering and sale of the Securities
and for such period of time thereafter as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933
Act) is required by the 1933 Act to be delivered in connection with sales of the Securities.




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If during such period of time
any event shall occur that in the judgment of the Company and its counsel is required to be set forth in the Registration Statement
or the Prospectus or any Permitted Free Writing Prospectus or should be set forth therein in order to make the statements made
therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, or if it is necessary
to amend the Registration Statement or supplement or amend the Prospectus or any Permitted Free Writing Prospectus to comply with
the 1933 Act or any other applicable law or regulation, the Company shall forthwith prepare and, subject to Section 4(b) above,
file with the SEC an appropriate amendment to the Registration Statement or Prospectus Supplement to the Prospectus (or supplement
to the Permitted Free Writing Prospectus) and shall expeditiously furnish or make available to the Buyer an electronic copy thereof.


(d)       Stop
Orders. The Company shall advise the Buyer promptly (but in no event later than 24 hours) and shall confirm such advice in
writing: (i) of the Company’s receipt of notice of any request by the SEC for amendment of or a supplement to the Registration
Statement, the Prospectus, any Permitted Free Writing Prospectus or for any additional information; (ii) of the Company’s
receipt of notice of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or prohibiting
or suspending the use of the Prospectus or any Prospectus Supplement, or of the suspension of qualification of the Securities for
offering or sale in any jurisdiction, or the initiation or contemplated initiation of any proceeding for such purpose; (iii) of
the Company becoming aware of the happening of any event, which makes any statement of a material fact made in the Registration
Statement, the Prospectus or any Permitted Free Writing Prospectus untrue or which requires the making of any additions to or changes
to the statements then made in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus in order to
state a material fact required by the 1933 Act to be stated therein or necessary in order to make the statements then made therein
(in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, or of the necessity to
amend the Registration Statement or supplement the Prospectus or any Permitted Free Writing Prospectus to comply with the 1933
Act or any other law or (iv) if at any time following the date hereof the Registration Statement is not effective or is not otherwise
available for the issuance of the Securities or any Prospectus contained therein is not available for use for any other reason.
Thereafter, the Company shall promptly notify such holders when the Registration Statement, the Prospectus, any Permitted Free
Writing Prospectus and/or any amendment or supplement thereto, as applicable, is effective and available for the issuance of the
Securities. If at any time the SEC shall issue any stop order suspending the effectiveness of the Registration Statement or prohibiting
or suspending the use of the Prospectus or any Prospectus Supplement, the Company shall use reasonable best efforts to obtain the
withdrawal of such order at the earliest possible time.




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(e)       Blue
Sky. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary
in order to obtain an exemption for, or to, qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement
under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such
qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Without limiting
any other obligation of the Company under this Agreement, the Company shall timely make all filings and reports relating to the
offer and sale of the Securities required under all applicable securities laws (including, without limitation, all applicable federal
securities laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable foreign, federal,
state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities to the Buyers.
Notwithstanding the foregoing, the Company shall not be required to (i) qualify as a foreign corporation or dealer in any jurisdiction
where it would not otherwise be required to so qualify, (ii) file a general consent to service of process in any jurisdiction where
it is not now so qualified or required to file such a consent, or (iii) subject itself to taxation in any such jurisdiction if
it is not otherwise so subject.


(f)       Reporting
Status. Until the date on which the Buyers shall have sold all of the Securities (the “Reporting Period”),
the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not
terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations
thereunder would no longer require or otherwise permit such termination.


(g)       Use
of Proceeds. The Company will use the proceeds from the sale of the Securities as described in the Prospectus Supplement.


(h)       Financial
Information. The Company agrees to send the following to each holder of Notes and Warrants, as applicable, (each, an “Investor”)
during the Reporting Period (i) unless the following are filed with the SEC through EDGAR and are available to the public through
the EDGAR system, within one (1) Business Day after the filing thereof with the SEC, a copy of its Annual Reports on Form 20-F
and any Reports of Foreign Issuer on Form 6-K and any registration statements (other than on Form F-8) or amendments filed pursuant
to the 1933 Act, and (ii) unless the following are filed with the SEC through EDGAR, copies of any notices and other information
made available or given to the shareholders of the Company generally, contemporaneously with the making available or giving thereof
to the shareholders.


(i)       Listing.
The Company shall promptly secure the listing or designation for quotation (as the case may be) of all of the Underlying Securities
(as defined below) upon each national securities exchange and automated quotation system, if any, upon which the Ordinary Shares
is then listed or designated for quotation (as the case may be) (subject to official notice of issuance) and shall maintain such
listing or designation for quotation (as the case may be) of all Underlying Securities from time to time issuable under the terms
of the Transaction Documents on such national securities exchange or automated quotation system. The Company shall maintain the
Ordinary Shares’ listing or authorization for quotation (as the case may be) on the Principal Market, the NYSE American,
the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market (each, an “Eligible Market”).
Neither the Company nor any of its Subsidiaries shall take any action which could be reasonably expected to result in the




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delisting or suspension of
the Ordinary Shares on an Eligible Market. The Company shall pay all fees and expenses in connection with satisfying its obligations
under this Section 4(i). “Underlying Securities” means (i) the Conversion Shares, (ii) the Warrant Shares and
(iii) any share capital of the Company issued or issuable with respect to the Conversion Shares, the Warrant Shares, the Indenture,
the Notes or the Warrants, respectively, including, without limitation, (1) as a result of any share split, share dividend, recapitalization,
exchange or similar event or otherwise and (2) shares of capital of the Company into which the Ordinary Shares are converted or
exchanged and shares of capital of a Successor Entity (as defined in the Warrants) into which the Ordinary Shares are converted
or exchanged, in each case, without regard to any limitations on conversion of the Notes or exercise of the Warrants.


(j)       Fees.
The Company shall reimburse the lead Buyer for all costs and expenses incurred by it or its affiliates in connection with the structuring,
documentation, negotiation and closing of the transactions contemplated by the Transaction Documents (including, without limitation,
as applicable, all reasonable legal fees of outside counsel and disbursements of Kelley Drye & Warren LLP, counsel to the lead
Buyer, any other reasonable fees and expenses in connection with the structuring, documentation, negotiation and closing of the
transactions contemplated by the Transaction Documents and due diligence and regulatory filings in connection therewith) in an
aggregate amount not to exceed $75,000 (the “Transaction Expense Cap”) without the consent of the Company (the
“Transaction Expenses”) and shall be withheld by the lead Buyer from its Purchase Price at the Closing, less
$50,000 previously paid by the Company to the lead Buyer; provided, that if the lead Buyer fails to withhold all, or any part,
of the Transaction Expenses, the Company shall promptly reimburse Kelley Drye & Warren LLP on demand for all Transaction Expenses
not so withheld in an amount, which together with any amounts, if any, withheld by the lead Buyer from its Purchase Price at the
Closing and any other amounts previously paid by the Company to the lead Buyer, shall not exceed the Transaction Expense Cap. The
Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, any fees and expenses
of the Trustee (including, without limitation, the fees and expenses of any legal counsel to the Trustee), transfer agent fees,
DTC (as defined below) fees or broker’s commissions (other than for Persons engaged by any Buyer) relating to or arising
out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or
expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with
any claim relating to any such payment. Except as otherwise set forth in the Transaction Documents, each party to this Agreement
shall bear its own expenses in connection with the sale of the Securities to the Buyers.


(k)       Disclosure
of Transactions and Other Material Information.




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(i)       Disclosure
of Transaction. The Company shall, on or before 9:30 a.m., New York time, on the first (1st) Business Day after
the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers
disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m., New York
time, on the first (1st) Business Day after the date of this Agreement, the Company shall file a Report of Foreign Issuer
on Form 6-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required
by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement, the form of
Indenture, the form of Supplemental Indenture, the form of Notes and the form of the Warrants) (including all attachments, the
“6-K Filing”). From and after the filing of the 6-K Filing, the Company shall have disclosed all material, non-public
information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers,
directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective
upon the filing of the 6-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations
under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers,
directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand,
shall terminate.


(ii)       Limitations
on Disclosure. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective
officers, directors, employees and agents not to, provide any Buyer with any material, non-public information regarding the Company
or any of its Subsidiaries from and after the date hereof without the express prior written consent of such Buyer (which may be
granted or withheld in such Buyer’s sole discretion). In the event of a breach of any of the foregoing covenants or any of
the covenants or agreements contained in any other Transaction Document, by the Company, any of its Subsidiaries, or any of its
or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer),
results in such Buyer believing that it possess material non-public information (the “Potential MNPI”), such
Buyer shall deliver a written notice (each a “Disclosure Request”) to the Company specifying such Potential
MNPI and requesting that the Company either make a public disclosure of such Potential MNPI or deliver a Cleansing Notice (as defined
below) to such Buyer. If the Company, on advise of legal counsel, does not believe such Potential MNPI is “material”
or “non-public”, the Company shall deliver written notice (each a “Cleansing Notice”) of such fact(s)
to such Buyer and such Buyer shall be entitled to rely on such Cleansing Notice for the purpose of trading in securities of the
Company and effecting other transactions related thereto. If the Company fails to make a public disclosure of such material non-public
information or deliver a Cleansing Notice to such Buyer on or prior to the second (2nd) Trading Day after the date of
the Disclosure request, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have
the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such
material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of
its or their respective officers, directors, employees or agents. No Buyer shall have any liability to




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the Company, any of
its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates, shareholders or agents, for any
such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or
any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled,
without the prior approval of any Buyer, to make the Press Release and any press release or other public disclosure with respect
to such transactions (i) in substantial conformity with the 6-K Filing and contemporaneously therewith and (ii) as is required
by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection
with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable
Buyer (which may be granted or withheld in such Buyer’s sole discretion), the Company shall not (and shall cause each of
its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise; provided,
however, that the Company shall not be liable or otherwise responsible for any breach of any representation, warranty or covenant
hereunder or in any other Transaction Document, nor shall the Company be responsible for any claims for indemnification hereunder
or thereunder, the basis of which primarily relates to or is otherwise primarily caused by such Buyer not being identified by name
in any filing, announcement release or otherwise, which occurred as a result of such Buyer (after reasonable notice by the Company)
withholding its consent to be so identified. Notwithstanding anything contained in this Agreement to the contrary and without implication
that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer shall have (unless expressly
agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and
such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of
confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company
or any of its Subsidiaries


(l)Additional Issuance
of Securities(a). So long as any Buyer beneficially owns any Securities, the Company will not, without the prior written
consent of the Required Holders issue any other securities that would cause a breach or default under the Warrants. The Company
agrees that for the period commencing on the date hereof and ending on the date immediately following the 90th calendar
day after the Closing Date (the “Restricted Period”), neither the Company nor any of its Subsidiaries shall
directly or indirectly:


(i)       file
a registration statement under the 1933 Act relating to securities that are not the Underlying Securities (other than a registration
statement on Form F-8 or such supplements or amendments to registration statements that are outstanding and have been declared
effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available
and not with respect to any Subsequent Placement)); or




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(ii)       issue,
offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any
option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without
limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act)), any Convertible
Securities (as defined below), any debt, any preferred shares or any purchase rights (any such issuance, offer, sale, grant, disposition
or announcement (whether occurring during the Restricted Period or at any time thereafter) is referred to as a “Subsequent
Placement”). Notwithstanding the foregoing, this Section 4(l) shall not apply in respect of the issuance of (A) Ordinary
Shares or options or other awards to purchase Ordinary Shares to directors, officers or employees of the Company in their capacity
as such pursuant to an Approved Share Plan (as defined below); (B) Ordinary Shares issued upon the conversion or exercise of Convertible
Securities (other than options or other awards to purchase Ordinary Shares issued pursuant to an Approved Share Plan that are covered
by clause (A) above) issued prior to the date hereof, provided that the conversion, exercise or other method of issuance (as the
case may be) of any such Convertible Security is made solely pursuant to the conversion, exercise or other method of issuance (as
the case may be) provisions of such Convertible Security that were in effect on the date immediately prior to the date of this
Agreement, the conversion, exercise or issuance price of any such Convertible Securities (other than options or other awards to
purchase Ordinary Shares issued pursuant to an Approved Share Plan that are covered by clause (A) above) is not lowered, none of
such Convertible Securities (other than options or other awards to purchase Ordinary Shares issued pursuant to an Approved Share
Plan that are covered by clause (A) above) are amended to increase the number of shares issuable thereunder and none of the terms
or conditions of any such Convertible Securities (other than options or other awards to purchase Ordinary Shares issued pursuant
to an Approved Share Plan that are covered by clause (A) above) are otherwise materially changed in any manner that adversely affects
any of the Buyers; (C) the Conversion Shares, and (D) the Warrant Shares (each of the foregoing in clauses (A) through (D), collectively
the “Excluded Securities”) and (E) one or more Subsequent Placements of Ordinary Shares, which (x) are neither
announced nor consummated prior to the 31st calendar day after the Closing Date, (y) have at a per share price of no less than
$8.00 per share (as adjusted for share splits, share dividends, share combinations, recapitalizations and similar events) and (y)
with gross proceeds, in the aggregate, for all such Subsequent Placements of no greater than $50 million. “Approved Share
Plan” means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent
to the date hereof pursuant to which Ordinary Shares and standard options to purchase Ordinary Shares may be issued to any employee,
officer or director for services provided to the Company in their capacity as such. “Convertible Securities”
means any share capital or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances
directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire,
any share capital or other security of the Company (including, without limitation, Ordinary Shares) or any of its Subsidiaries.




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(m)       Reservation
of Shares. So long as any of the Notes or Warrants remain outstanding, the Company shall take all action necessary to at all
times have authorized, and reserved for the purpose of issuance, no less than (i) 150% of the maximum number of Ordinary Shares
issuable upon conversion of all the Notes then outstanding (assuming for purposes hereof that (x) the Notes are convertible at
the Conversion Price then in effect, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and
will be converted in Ordinary Shares at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion
Date as of the applicable date of determination and (z) any such conversion shall not take into account any limitations on the
conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares issuable upon exercise of all the
Warrants then outstanding (without regard to any limitations on the exercise of the Warrants set forth therein) (collectively,
the “Required Reserve Amount”); provided that at no time shall the number of Ordinary Shares reserved pursuant
to this Section 4(m) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable
of Notes and Warrants. If at any time the number of Ordinary Shares authorized and reserved for issuance is not sufficient to meet
the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient
number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet
the Company's obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, obtain
shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor
of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the
Required Reserve Amount.


(n)       Other
Notes; Variable Securities. So long as any Warrants remain outstanding, the Company and each Subsidiary shall be prohibited
from effecting or entering into an agreement to effect any Subsequent Placement involving a Variable Rate Transaction. “Variable
Rate Transaction” means a transaction in which the Company or any Subsidiary issues or sells any Convertible Securities
either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of
or quotations for the Ordinary Shares at any time after the initial issuance of such Convertible Securities, or (B) with a conversion,
exercise or exchange price that is subject to being reset at some future date after the initial issuance of such Convertible Securities
or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market
for the Ordinary Shares, other than pursuant to a customary “weighted average” anti-dilution provision. Each Buyer
shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy
shall be in addition to any right to collect damages.


(o)       Dilutive
Issuances. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect
any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required
to issue upon conversion of any Notes or exercise of any Warrant any Ordinary Shares in excess of that number of Ordinary Shares
which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company’s obligations
under the rules or regulations of the Principal Market.


(p)       [Intentionally
Omitted].




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(q)       Conversion
and Exercise Procedures. Each of the form of Exercise Notice (as defined in the Warrants) included in the Warrants and the
form of Conversion Notice (as defined in the Notes) included in the Notes set forth the totality of the procedures required of
the Buyers in order to exercise the Warrants or convert the Notes. No additional legal opinion, other information or instructions
shall be required of the Buyers to exercise their Warrants or convert their Notes. The Company shall honor exercises of the Warrants
and conversions of the Notes and shall deliver the Conversion Shares and Warrant Shares in accordance with the terms, conditions
and time periods set forth in the Notes and Warrants. Without limiting the preceding sentences, no ink-original Conversion Notice
or Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion
Notice or Exercise Notice form be required in order to convert the Notes or exercise the Warrants.


(r)       Regulation
M. The Company will not take any action prohibited by Regulation M under the 1934 Act, in connection with the distribution
of the Securities contemplated hereby.


(s)       Closing
Documents. On or prior to thirty (30) calendar days after the Closing Date, the Company agrees to deliver, or cause to be delivered,
to each Buyer and Kelley Drye & Warren LLP a complete closing set of the executed Transaction Documents, Securities and any
other document required to be delivered to any party pursuant to Section 7 hereof or otherwise.


5.       REGISTER;
TRANSFER AGENT INSTRUCTIONS; LEGEND.


(a)       Register.
The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate
by notice to each holder of Securities), a register for the Notes and the Warrants in which the Company shall record the name and
address of the Person in whose name the Notes and the Warrants have been issued (including the name and address of each transferee),
the principal amount of the Notes held by such Person, the number of Conversion Shares issuable pursuant to the terms of the Notes
and the number of Warrant Shares issuable upon exercise of the Warrants held by such Person. The Company shall keep the register
open and available at all times during business hours for inspection of any Buyer or its legal representatives.


(b)       Transfer
Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent
(as applicable, the “Transfer Agent”) in a form acceptable to each of the Buyers (the “Irrevocable
Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository
Trust Company (“DTC”), registered in the name of each Buyer or its respective nominee(s), for the Conversion
Shares and the Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the
Notes or the exercise of the Warrants (as the case may be). The Company represents and warrants that no instruction other than
the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), will be given by the Company to its transfer
agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of
the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If a Buyer effects a
sale, assignment or transfer of Underlying Securities to be issued to a Buyer in connection with a conversion of a Note or exercise
of a Warrant , subject to the terms of the Transaction Documents, the Company shall permit the transfer and shall promptly instruct
its transfer agent to issue one or more




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certificates or credit shares
to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect such sale,
transfer or assignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to
a Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b)
will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b),
that a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach
and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security
being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions
to the Transfer Agent as follows: upon each conversion of the Notes or exercise of the Warrants (unless such issuance is covered
by a prior legal opinion previously delivered to the Transfer Agent). Any fees (with respect to the transfer agent, counsel to
the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall
be borne by the Company.


(c)       Legends.
Certificates and any other instruments evidencing the Securities shall not bear any restrictive or other legend. For the avoidance
of doubt, the foregoing shall not apply to any legend on the Notes in respect of original issue discount.


(d)       FAST
Compliance. While any Warrants remain outstanding, the Company shall maintain a transfer agent that participates in the DTC
Fast Automated Securities Transfer Program.


6.       CONDITIONS
TO THE COMPANY’S OBLIGATION TO SELL.


(a)       The
obligation of the Company hereunder to issue and sell the Notes and the related Warrants to each Buyer at the Closing is subject
to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for
the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with
prior written notice thereof: 


(i)       Such
Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company.


(ii)       Such
Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of the lead Buyer, the amount
withheld pursuant to Section 4(j)) for the Note and the related Warrants being purchased by such Buyer at the Closing by wire
transfer of immediately available funds in accordance with the Flow of Funds Letter.


(iii)       The
representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as
of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific
date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in
all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied
with by such Buyer at or prior to the Closing Date.




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(iv)       The
Buyer shall have delivered to the Company such other documents, instruments or certificates relating to the transactions contemplated
by this Agreement as the Company or its counsel may reasonably request.


7.       CONDITIONS
TO EACH BUYER’S OBLIGATION TO PURCHASE.


(a)       The
obligation of each Buyer hereunder to purchase its Note and its related Warrants at the Closing is subject to the satisfaction,
at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole
benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: 


(i)       The
Company shall have duly executed and delivered to such Buyer each of the Transaction Documents and the Company shall have duly
executed and delivered to such Buyer a Note (in such original principal amount as is set forth across from such Buyer’s name
in column (3) of Exhibit A) together with the related Warrants (initially for such aggregate number of Warrant Shares
as is set forth across from such Buyer’s name in column (4) of Exhibit A) being purchased by such Buyer at
the Closing pursuant to this Agreement.


(ii)       Such
Buyer shall have received the opinion of _________, the Company’s counsel, dated as of the Closing Date, in the form acceptable
to such Buyer.


(iii)       The
Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such
Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent.


(iv)       The
Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in the Companies
Registry of the Isle of Man as of a date within ten (10) days of the Closing Date.


(v)       The
Company shall have delivered to such Buyer a certified copy of the Memorandum of Association as certified by the Companies Registry
of the Isle of Man within ten (10) days of the Closing Date.


(vi)       The
Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by an officer of the Company
and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s
board of directors in a form reasonably acceptable to such Buyer, (ii) the Memorandum of Association of the Company and (iii) the
Articles of Association of the Company, each as in effect at the Closing.




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(vii)       The
representations and warranties of the Company shall be true and correct in all material respects (except for such representations
and warranties qualified by materiality or material adverse effect, which shall be true and correct in all respects) as of the
date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that
speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied
and complied in all material respects with the covenants, agreements and conditions required to be performed, satisfied or complied
with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive
Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably
requested by such Buyer in the form acceptable to such Buyer.


(viii)       The
Ordinary Shares (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have
been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension
by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal
Market or (II) by falling below the minimum maintenance requirements of the Principal Market.


(ix)       The
Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale
of the Securities, including without limitation, those required by the Principal Market, if any.


(x)       No
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated
by the Transaction Documents.


(xi)       Since
the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result
in a Material Adverse Effect.


(xii)       The
Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion
Shares and the Warrant Shares.


(xiii)       Such
Buyer shall have received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company,
setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company with respect to the portion of the
Purchase Price set forth in column (6) of Exhibit A and, the wire instructions of the Controlled Account Bank with
respect to the portion of the Purchase Price set forth in column (7) of Exhibit A related to the Master Restricted
Account (the “Flow of Funds Letter”).




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(xiv)       From
the date hereof to the Closing Date, (i) trading in the Ordinary Shares shall not have been suspended by the SEC or the Principal
Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated
prior to the Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg
L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are
reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States
or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national
or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in
each case, in the reasonable judgment of each Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing


(xv)       The
Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and pursuant to the
terms of the Indenture and the Supplemental Indenture and Notes and the Company shall have delivered to such Buyer the Prospectus
and the Prospectus Supplement as required thereunder.


(xvi)       The
Trustee shall have duly executed and delivered to the Company and such Buyer the Indenture, the Supplemental Indenture and the
Custodian Agreement. The Indenture and the Supplemental Indenture shall be qualified under the TIA.


(xvii)       The
Company shall have duly executed and delivered to such Buyer the FCPA Questionnaire in the form attached hereto as Exhibit
C.


(xviii)       The
Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the
transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.


8.       TERMINATION.


In the event that the Closing
shall not have occurred with respect to a Buyer within five (5) days of the date hereof, then such Buyer shall have the right to
terminate its obligations under this Agreement with respect to itself at any time on or after the close of business on such date
without liability of such Buyer to any other party; provided, however, (i) the right to terminate this Agreement under this Section 8
shall not be available to such Buyer if the failure of the transactions contemplated by this Agreement to have been consummated
by such date is the result of such Buyer’s breach of this Agreement and (ii) the abandonment of the sale and purchase of
the Notes and the Warrants shall be applicable only to such Buyer providing such written notice, provided further that no such
termination shall affect any obligation of the Company under this Agreement to reimburse the lead Buyer for the expenses described
in Section 4(j) above. Nothing contained in this Section 8 shall be deemed to release any party from any liability for
any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right
of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction
Documents.




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9.       MISCELLANEOUS.


(a)       Governing
Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the
laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder
or in connection herewith or under any of the other Transaction Documents or with any transaction contemplated hereby or thereby,
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that
the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address
for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted
by law. Nothing contained herein shall be deemed or operate to preclude any Buyer from bringing suit or taking other legal action
against the Company in any other jurisdiction to collect on the Company’s obligations to such Buyer or to enforce a judgment
or other court ruling in favor of such Buyer. The Company hereby appoints Prem Parameswaran, at 550 County Avenue, Secaucus, New
Jersey 07094, as its agent for service of process in New York. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO,
AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR
IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.
The choice of the laws of the State of New York as the governing law of the Transaction Documents is a valid choice of law
and would be recognized and given effect to in any action brought before a court of competent jurisdiction in the Isle of Man or
such other jurisdiction applicable to the Company or any of its Subsidiaries except for those laws (i) which such court considers
to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public
policy, as such term is interpreted under the laws of the Isle of Man or such other jurisdiction applicable to the Company or any
of its Subsidiaries. The Company or any of their respective properties, assets or revenues does not have any right of immunity
under Isle of Man or such other jurisdiction applicable to the Company or any of its Subsidiaries or New York law, from any legal
action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim,
from the jurisdiction of any Isle of Man or such other jurisdiction applicable to the Company or any of its Subsidiaries or any
New York or United States federal court, from service of process, attachment upon or prior to judgment, or attachment in aid of
execution of judgment, or from execution of a judgment, or other legal process or proceeding for the giving of any relief or for
the enforcement of a judgment, in any such court, with respect to its obligations, liabilities or any other matter under or arising
out of or in connection with the Transaction Documents; and, to the extent that the Company, or any of its properties, assets or
revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings may at
any time be commenced, the Company hereby waives such right to the extent permitted by law and hereby consents to such relief and
enforcement as provided in this Agreement and the other Transaction Documents.




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(b)       Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that
any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an
executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf
such signature is executed) with the same force and effect as if such signature page were an original thereof.


(c)       Headings;
Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation
of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine,
feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include”
and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”
“hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision
in which they are found.


(d)       Severability;
Maximum Payment Amounts. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable
by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed
amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such
provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified
continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited
nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations
or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the
parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s)
with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).
Notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document (and without implication
that the following is required or applicable), it is the intention of the parties that in no event shall amounts and value paid
by the Company and/or any of its Subsidiaries (as the case may be), or payable to or received by any of the Buyers, under the Transaction
Documents (including without limitation, any amounts that would be characterized as “interest” under applicable law)
exceed amounts permitted under any applicable law. Accordingly, if any obligation to pay, payment made to any Buyer, or collection
by any Buyer pursuant the Transaction Documents is finally judicially determined to be contrary to any such applicable law, such
obligation to pay, payment or collection shall be deemed to have been made by mutual mistake of such Buyer, the Company and its
Subsidiaries and such amount shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest,
as the case may be, as would not be so prohibited by the applicable law. Such adjustment shall be effected, to the extent necessary,
by reducing or refunding, at the option of such Buyer, the amount of interest or any other amounts which would constitute unlawful
amounts required to be paid or actually paid to such Buyer under the Transaction Documents. For greater certainty, to the extent
that any interest, charges, fees, expenses or other amounts required to be paid to or received by such Buyer under any of the Transaction
Documents or related thereto are held to be within the meaning of “interest” or another applicable term to otherwise
be violative of applicable law, such amounts shall be pro-rated over the period of time to which they relate.




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(e)       Entire
Agreement; Amendments. This Agreement, the other Transaction Documents and the schedules and exhibits attached hereto and thereto
and the instruments referenced herein and therein supersede all other prior oral or written agreements between the Buyers, the
Company, its Subsidiaries, their affiliates and Persons acting on their behalf, and the other matters contained herein and therein,
and this Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments
referenced herein and therein contain the entire understanding of the parties solely with respect to the matters covered herein
and therein; provided, however, nothing contained in this Agreement or any other Transaction Document shall (or shall be deemed
to) (i) have any effect on any agreements any Buyer has entered into with, or any instruments any Buyer has received from, the
Company or any of its Subsidiaries prior to the date hereof with respect to any prior investment made by such Buyer in the Company
or (ii) waive, alter, modify or amend in any respect any obligations of the Company or any of its Subsidiaries, or any rights of
or benefits to any Buyer or any other Person, in any agreement entered into prior to the date hereof between or among the Company
and/or any of its Subsidiaries and any Buyer, or any instruments any Buyer received from the Company and/or any of its Subsidiaries
prior to the date hereof, and all such agreements and instruments shall continue in full force and effect. Except as specifically
set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking with
respect to such matters. For clarification purposes, the Recitals are part of this Agreement. No provision of this Agreement may
be amended other than by an instrument in writing signed by the Company and the Required Holders (as defined below), and any amendment
to any provision of this Agreement made in conformity with the provisions of this Section 9(e) shall be binding on all Buyers
and holders of Securities, as applicable; provided that no such amendment shall be effective to the extent that it applies to less
than all of the holders of the Securities then outstanding. No waiver shall be effective unless it is in writing and signed by
an authorized representative of the waiving party, provided that the Required Holders may waive any provision of this Agreement,
and any waiver of any provision of this Agreement made in conformity with the provisions of this Section 9(e) shall be binding
on all Buyers and holders of Securities, as applicable, provided that no such waiver shall be effective to the extent that it applies
to less than all of the holders of the Securities then outstanding (unless a party gives a waiver as to itself only). The Company
has not, directly or indirectly, made any agreements with any Buyers relating to the terms or conditions of the transactions contemplated
by the Transaction Documents except as set forth in the Transaction Documents. Without limiting the foregoing, the Company confirms
that, except as set forth in this Agreement, no Buyer has made any commitment or promise or has any other obligation to provide
any financing to the Company, any Subsidiary or otherwise. As a material inducement for each Buyer to enter into this Agreement,
the Company expressly acknowledges and agrees that (x) no due diligence or other investigation or inquiry conducted by a Buyer,
any of its advisors or any of its representatives shall affect such Buyer’s right to rely on, or shall modify or qualify
in any manner or be an exception to any of, the Company’s representations and warranties contained in this Agreement or any
other Transaction Document and (y) unless a provision of this Agreement or any other Transaction Document is expressly preceded
by the phrase “except as disclosed in the SEC Documents,” nothing contained in any of the SEC Documents shall affect
such Buyer’s right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s
representations and warranties contained in this Agreement or any other Transaction Document. “Required Holders”
means (I) prior to the Closing Date, each Buyer entitled to purchase Notes at the Closing and (II) on or after the Closing Date,
holders of a majority of the Underlying Securities as of such time (excluding any Underlying Securities held by the Company or
any of its Subsidiaries as of such time and excluding any purchasers of Underlying Securities, unless pursuant to a written assignment
by such Buyer) issued or issuable hereunder or pursuant to the Notes and/or the Warrants; provided, that such majority must include
each holder of at least $500,000 in aggregate principal amount of Notes.




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(f)       Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must
be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party) or electronic mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party
and the sending party does not receive an automatically generated message from the recipient's email server that such e-mail could
not be delivered to such recipient); or (iii) one (1) Business Day after deposit with an overnight courier service with next day
delivery specified, in each case, properly addressed to the party to receive the same. The addresses, facsimile numbers and e-mail
addresses for such communications shall be:


If to the Company:


Eros International PLC

550 County Avenue

Secaucus, New Jersey 07094

Telephone: (201) 558-9021

Facsimile: (___) ___-____

Attention: Chief Financial Officer

E-Mail: Prem@erosintl.com


With a copy (for informational purposes only) to:


________________________

________________________

________________________

Telephone: (___) ___-____

Facsimile: (___) ___-____

Attention: _____________

E-Mail:


If to the Transfer Agent:


______________________

______________________

______________________

Telephone: (___) ___-____

Facsimile: (___) ___-____

Attention: _____________

E-Mail:


If to a Buyer, to its address, e-mail address
and facsimile number set forth on Exhibit A, with copies to such Buyer’s representatives as set forth on Exhibit
A,




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with a copy (for informational purposes only) to:


Kelley Drye & Warren LLP

101 Park Avenue

New York, NY 10178

Telephone: (212) 808-7540

Facsimile: (212) 808-7897

Attention: Michael A. Adelstein, Esq.

E-mail: madelstein@kelleydrye.com


or to such other address, e-mail address and/or
facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given to each
other party five (5) days prior to the effectiveness of such change, provided that Kelley Drye & Warren LLP shall only be provided
copies of notices sent to the lead Buyer. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver
or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine or e-mail containing
the time, date, recipient facsimile number and, with respect to each facsimile transmission, an image of the first page of such
transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.


(g)       Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and
assigns, including any purchasers of any of the Notes and Warrants (but excluding any purchasers of Underlying Securities, unless
pursuant to a written assignment by such Buyer). The Company shall not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Required Holders, including, without limitation, by way of a Fundamental Transaction (as
defined in the Warrants) (unless the Company is in compliance with the applicable provisions governing Fundamental Transactions
set forth in the Warrants) or a Fundamental Transaction (as defined in the Notes) (unless the Company is in compliance with the
applicable provisions governing Fundamental Transactions set forth in the Notes). A Buyer may assign some or all of its rights
hereunder in connection with any transfer of any of its Securities without the consent of the Company, in which event such assignee
shall be deemed to be a Buyer hereunder with respect to such assigned rights.


(h)       No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, other than
the Indemnitees referred to in Section 9(k).


(i)       Survival.
The representations, warranties, agreements and covenants shall survive the Closing. Each Buyer shall be responsible only for its
own representations, warranties, agreements and covenants hereunder.




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(j)       Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


(k)       Indemnification.


(i)       In
consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder
and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect,
indemnify and hold harmless each Buyer and each holder of any Securities and all of their shareholders, partners, members, officers,
directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including,
without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”)
from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages,
and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification
hereunder is sought (other than with respect to clause (ii) below)), and including reasonable and documented attorneys’ fees
and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out
of, or relating to (i) any breach of any covenant, agreement or obligation of the Company or any Subsidiary contained in any of
the Transaction Documents, (ii) any cause of action, suit, proceeding or claim brought or made against such Indemnitee by a third
party (including for these purposes a derivative action brought on behalf of the Company or any Subsidiary) or which otherwise
involves such Indemnitee that arises out of or results from (A) the execution, delivery, performance or enforcement of any of the
Transaction Documents, (B) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds
of the issuance of the Securities, (C) any disclosure properly made by such Buyer pursuant to Section 4(k), or (D) the status
of such Buyer or holder of the Securities either as an investor in the Company pursuant to the transactions contemplated by the
Transaction Documents or as a party to this Agreement (including, without limitation, as a party in interest or otherwise in any
action or proceeding for injunctive or other equitable relief) or (iii) any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement as originally filed or in any amendment thereof, or in the Prospectus, the Prospectus
Supplement or any other preliminary prospectus supplement relating to the Securities or any Permitted Free Writing Prospectus,
or that arises out of or results from the omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading; provided, however, that the Company will not be liable in any such
case to the extent that any such loss, claim, damage or liability primarily arises out of or is primarily based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any Buyer specifically for inclusion therein. To the extent that the foregoing
undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment
and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.




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(ii)       Promptly
after receipt by an Indemnitee under this Section 9(k) of notice of the commencement of any action or proceeding (including any
governmental action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim in respect thereof is
to be made against the Company under this Section 9(k), deliver to the Company a written notice of the commencement thereof, and
the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the defense
thereof with counsel mutually satisfactory to the Company and the Indemnitee; provided, however, that an Indemnitee shall have
the right to retain its own counsel with the fees and expenses of such counsel to be paid by the Company if: (A) the Company has
agreed in writing to pay such fees and expenses; (B) the Company shall have failed promptly to assume the defense of such Indemnified
Liability and to employ counsel reasonably satisfactory to such Indemnitee in any such Indemnified Liability; or (C) the named
parties to any such Indemnified Liability (including any impleaded parties) include both such Indemnitee and the Company, and such
Indemnitee shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent
such Indemnitee and the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate
counsel at the expense of the Company, then the Company shall not have the right to assume the defense thereof and such counsel
shall be at the expense of the Company), provided further, that in the case of clause (C) above the Company shall not be responsible
for the reasonable fees and expenses of more than one (1) separate legal counsel for the Indemnitees. The Indemnitee shall reasonably
cooperate with the Company in connection with any negotiation or defense of any such action or Indemnified Liability by the Company
and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such action or Indemnified
Liability. The Company shall keep the Indemnitee reasonably apprised at all times as to the status of the defense or any settlement
negotiations with respect thereto. The Company shall not be liable for any settlement of any action, claim or proceeding effected
without its prior written consent, provided, however, that the Company shall not unreasonably withhold, delay or condition its
consent. The Company shall not, without the prior written consent of the Indemnitee, consent to entry of any judgment or enter
into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnitee of a release from all liability in respect to such Indemnified Liability or litigation, and such settlement
shall not include any admission as to fault on the part of the Indemnitee. Following indemnification as provided for hereunder,
the Company shall be subrogated to all rights of the Indemnitee with respect to all third parties, firms or corporations relating
to the matter for which indemnification has been made. The failure to deliver written notice to the Company within a reasonable
time of the commencement of any such action shall not relieve the Company of any liability to the Indemnitee under this Section
9(k), except to the extent that the Company is materially and adversely prejudiced in its ability to defend such action.


(iii)       The
indemnification required by this Section 9(k) shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, within ten (10) days after bills are received or Indemnified Liabilities are incurred.




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(iv)       The
indemnity agreement contained herein shall be in addition to (A) any cause of action or similar right of the Indemnitee against
the Company or others, and (B) any liabilities the Company may be subject to pursuant to the law.


(l)       Construction.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and
no rules of strict construction will be applied against any party. No specific representation or warranty shall limit the generality
or applicability of a more general representation or warranty. Each and every reference to share prices, Ordinary Shares and any
other numbers in this Agreement that relate to the Ordinary Shares shall be automatically adjusted for any share splits, share
dividends, share combinations, recapitalizations or other similar transactions that occur with respect to the Ordinary Shares after
the date of this Agreement.


(m)       Remedies.
Each Buyer and in the event of assignment by Buyer of its rights and obligations hereunder, each holder of Securities, shall have
all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted
at any time under any other agreement or contract and all of the rights which such holders have under any law. Any Person having
any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond
or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights
granted by law. Furthermore, the Company recognizes that in the event that it fails to perform, observe, or discharge any or all
of its obligations under the Transaction Documents, any remedy at law may prove to be inadequate relief to the Buyers. The Company
therefore agrees that the Buyers shall be entitled to seek specific performance and/or temporary, preliminary and permanent injunctive
or other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving actual damages
and without posting a bond or other security. The remedies provided in this Agreement and the other Transaction Documents shall
be cumulative and in addition to all other remedies available under this Agreement and the other Transaction Documents, at law
or in equity (including a decree of specific performance and/or other injunctive relief).


(n)       Withdrawal
Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction
Documents, whenever any Buyer exercises a right, election, demand or option under a Transaction Document and the Company does not
timely perform its related obligations within the periods therein provided, then such Buyer may rescind or withdraw, in its sole
discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without
prejudice to its future actions and rights.




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(o)       Payment
Set Aside; Currency. To the extent that the Company makes a payment or payments to any Buyer hereunder or pursuant to any of
the other Transaction Documents or any of the Buyers enforce or exercise their rights hereunder or thereunder, and such payment
or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent
or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company,
a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal
law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement
or setoff had not occurred. Unless otherwise expressly indicated, all dollar amounts referred to in this Agreement and the other
Transaction Documents are in United States Dollars (“U.S. Dollars”), and all amounts owing under this Agreement
and all other Transaction Documents shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be
converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange
Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Agreement, the
U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation.


(p)       Judgment
Currency.


(i)       If
for the purpose of obtaining or enforcing judgment against the Company in connection with this Agreement or any other Transaction
Document in any court in any jurisdiction it becomes necessary to convert into any other currency (such other currency being hereinafter
in this Section 9(p) referred to as the “Judgment Currency”) an amount due in US Dollars under this Agreement,
the conversion shall be made at the Exchange Rate prevailing on the Trading Day immediately preceding:


(1)       the
date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction
that will give effect to such conversion being made on such date: or


(2)       the
date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as
of which such conversion is made pursuant to this Section 9(p)(i)(2) being hereinafter referred to as the “Judgment
Conversion Date”).


(ii)       If
in the case of any proceeding in the court of any jurisdiction referred to in Section 9(p)(i)(2) above, there is a change
in the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable
party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted
at the Exchange Rate prevailing on the date of payment, will produce the amount of US Dollars which could have been purchased with
the amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion
Date.




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(iii)       Any
amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained
for any other amounts due under or in respect of this Agreement or any other Transaction Document.


(q)       Independent
Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under the Transaction Documents are several and
not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations
of any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action
taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges that the
Buyers do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption
that the Buyers are in any way acting in concert or as a group or entity, and the Company shall not assert any such claim with
respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges
that the Buyers are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such
obligations or the transactions contemplated by the Transaction Documents. The decision of each Buyer to purchase Securities pursuant
to the Transaction Documents has been made by such Buyer independently of any other Buyer. Each Buyer acknowledges that no other
Buyer has acted as agent for such Buyer in connection with such Buyer making its investment hereunder and that no other Buyer will
be acting as agent of such Buyer in connection with monitoring such Buyer’s investment in the Securities or enforcing its
rights under the Transaction Documents. The Company and each Buyer confirms that each Buyer has independently participated with
the Company in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Buyer
shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this
Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Buyer to be joined as an additional
party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated
hereby was solely in the control of the Company, not the action or decision of any Buyer, and was done solely for the convenience
of the Company and its Subsidiaries and not because it was required or requested to do so by any Buyer. It is expressly understood
and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a
Buyer, solely, and not between the Company and the Buyers collectively and not between and among the Buyers.


[signature pages follow]




    43 


     

    


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


	 	
        COMPANY:

         

	 	
        EROS INTERNATIONAL PLC

         

         

         

        By:                                              

        Name:

        Title:

         



 




    

     

    




IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


	 	
        BUYER:

         

	 	
        [OTHER BUYERS]

         

         

         

        By:___________________________

        Name:

        Title:



 




    

     

    


SCHEDULE OF BUYERS


 


	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)
	 	 	 	 	 	 	 	 
	
        Buyer
	
        Address
        and Facsimile Number
	
        Original

        Principal

        Amount of

        Notes
	
        Aggregate

        Number of

        Warrant Shares
	
        Purchase

        Price
	
        Wire

        Amount

        to Company
	
        Wire

        Amount

        to Master

        Restricted

        Account
	
        Legal Representative’s

        Address and Facsimile Number

	 	 	 	 	 	 	 	 
	
[BUYER]	
        

	 	 	 	 	 	
        

        Kelley Drye & Warren LLP

        101 Park Avenue

        New York, NY 10178

        Telephone: (212) 808-7540

        Facsimile: (212) 808-7897

        Attention: Michael A. Adelstein, Esq.

	[OTHER BUYERS]	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	TOTAL