Private Media Group (PRVT)

Section 9.2 Approval by Holders of Exchangeable Shares

Any approval given by the holders of the Exchangeable Shares to supplement, change or remove any right, privilege, restriction or condition attaching to the Exchangeable Shares or any other matter requiring the approval or consent of the holders of the Exchangeable Shares shall be deemed to have been sufficiently given if it shall have been given in accordance with

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applicable law, provided, however, that such approval must be evidenced by a written resolution passed by not less than 66 2/3% (excluding Exchangeable Shares beneficially owned by PMG or Callco, their Affiliates or Subsidiaries) of the votes cast on such resolution by persons represented in person or by proxy or such other authorized person at a meeting of holders of Exchangeable Shares duly called and held at which the holders of at least 50% of the Exchangeable Shares outstanding at that time are present or represented by proxy or such other authorized person (excluding Exchangeable Shares beneficially owned by PMG or Callco, their Affiliates or Subsidiaries) or by a written resolution signed by all of the holders of the Exchangeable Shares then outstanding excluding Exchangeable Shares beneficially owned by PMG or Callco, their Affiliates or Subsidiaries.

If at any such meeting the holders of at least 50% of the Exchangeable Shares eligible to vote at that time are not present or represented by proxy or such other authorized person within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date not less than ten (10) days thereafter and to such time and place as may be designated by the chairman of such meeting. At such adjourned meeting the holders of Exchangeable Shares present or represented by proxy or such other authorized person thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than 66 ²/3% of the votes cast on such resolution by persons represented in person or by proxy or such other authorized person at such meeting (excluding Exchangeable Shares beneficially owned by PMG or Callco, their Affiliates or Subsidiaries) shall constitute the approval or consent of the holders of the Exchangeable Shares.