Private Media Group (PRVT)

6.2 Capitalization.

(a) No capital stock of the Members is held in treasury. All of the Shares have been duly authorized, are validly issued, fully paid and nonassessable, and are held of record by Sellers. The Shares represent the entire issued and outstanding shares of capital stock of the Members. No certificate(s) evidencing any Shares have been issued. There are no (i) outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require any of the Members to issue, sell, or otherwise cause to become outstanding any of its capital stock, (ii) outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Members, or (iii) voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of the Members. The Members have no subsidiaries or equity interests in any Person other than the membership interests in Mama’s.

(b) The Members are the sole legal and beneficial owners of the member interests of Mama’s (“Mama’s Member Interests”), of which 72.65% are owned by ThinkForward and 27.35% are owned by GreenCine, free and clear of any restrictions on transfer, Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims and demands. All of the Mama’s Member Interests have been duly authorized, are validly issued, fully paid and nonassessable, and are held of record by the Members. Mama’s Member Interests represent the entire issued and outstanding member interests of Mama’s. There are no (i) outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require Mama’s to issue, sell, or otherwise cause to become outstanding any equity interests, (ii) outstanding or authorized member interest appreciation rights, phantom member interests, profit participations, or similar rights with respect to Mama’s, or (iii) voting trusts, proxies, or other agreements or understandings with respect to the voting of member interests of Mama’s. Mama’s has no subsidiaries or equity interests in any Person other than member interests in the Companies and ownership of 100% of the capital stock of GLE Services Limited, a company organized under the laws of Cyprus (“GLE”). GLE has conducted no business and has no assets, liabilities or obligations, know or unknown, contingent or otherwise.

(c) Mama’s is the sole legal and beneficial owner of 100% of the member interests of Game Link and eLine (“Companies’ Member Interests”), free and clear of any restrictions on transfer, Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims and demands. All of the Companies’ Member Interests have been duly authorized, are validly issued, fully paid and nonassessable, and are held of record by Mama’s. The Companies’ Member Interests represent the entire issued and outstanding member interests of the Companies. There are no (i) outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require the Companies to issue, sell, or otherwise cause to become outstanding any equity interests, (ii) outstanding or authorized member interest appreciation rights, phantom member interests, profit participations, or similar rights with respect to the Companies, or (iii) voting trusts, proxies, or other agreements or understandings with respect to the voting of member interests of the Companies. Each of the Companies has no subsidiaries or equity interests in any Person.

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6.3 Noncontravention. The execution and delivery of all documents and agreements to be executed by the Subsidiaries as contemplated hereunder, and the consummation of the transactions contemplated hereby and thereby, will not (except as will not have a Material Adverse Effect) (a) violate any Legal Requirement to which the Sellers or the Subsidiaries is subject, (b) violate any provision of the Organizational Documents of the Subsidiaries, or any resolutions adopted by the Board of Directors of a Subsidiary, or (c) conflict with, result in a breach of, constitute a default under, result in the acceleration of, or create in any Party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under, any Material Agreement, or contract to which a Subsidiary is a party, or by which it is bound, or to which any of its assets is subject (or result in the imposition of any Security Interest upon any such asset). No Subsidiary is required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of, any government or governmental agency or other third party in order for the Parties to consummate the transactions contemplated by this Agreement.

6.4 Broker’s Fees. As of the date of this Agreement, except as disclosed in Section 6.4 of the Disclosure Schedule, the Subsidiaries have no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated hereunder. Effective as of the Effective Times of the Mergers, the Subsidiaries shall have no liability, obligation or expense to any broker, finder or agent with respect to the transactions contemplated hereunder, including Ackrell Capital, LLC, other than obligations of Game Link to Ackrell Capital, LLC to comply with (i) confidentiality obligations under the Ackrell Letter Agreement from and after the Effective Times, or (ii) indemnification obligations arising on or after the Effective Times based upon facts and circumstances arising on or after the Effective Times.

6.5 Predecessors, Partnerships, Subsidiaries and Affiliates. The Subsidiaries do not have any predecessor corporation, partnership or other entity, through merger, consolidation or otherwise. Except as set forth in Section 6.2, none of the Subsidiaries has ever owned any subsidiary, nor has it been a member of a partnership or joint venture, nor has it ever had any Affiliate, other than Sellers or the other Subsidiaries, nor has it ever invested in the equity capital of any entity.