Private Media Group (PRVT)

5. CERTAIN REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Each Seller, for himself and for no other Seller, represents and warrants to Buyer and Sub as follows:

5.1 Ownership of Company Shares. Such Seller holds of record and owns legally and beneficially the number of Company Shares set forth next to such Seller’s name on the signature page hereof, such Company Shares are free and clear of any restrictions on transfer, Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, liens, claims and demands, and such Seller is the sole legal and beneficial owners of such Company Shares. Such Seller is not a party to any option, warrant, purchase right or other contract or commitment that could require such Seller to sell, transfer or otherwise dispose of Company Shares. Such Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any Company Shares. At the Closing, Sub shall acquire good and marketable title to the Company Shares, free and clear of any restrictions on transfer, Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, liens, claims and demands.

5.2 Authorization of Transaction. Such Seller has full power and authority to execute and deliver this Agreement and all other documents and agreements to be executed by such Seller as contemplated hereunder, and to perform such Seller’s obligations hereunder and thereunder. This Agreement and all other documents and agreements to be executed by such Seller as contemplated hereunder constitute valid and legally binding obligations of such Seller enforceable against such Seller in accordance with their terms and conditions, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar law now or hereafter in effect relating to creditors’ rights generally and subject to general principles of equity.

5.3 Noncontravention. The execution and delivery of this Agreement and all other documents and agreements to be executed by such Seller as contemplated hereunder, and the consummation of the transactions contemplated hereby and thereby, will not (a) violate any Legal Requirement to which such Seller is subject, or (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Party the right to accelerate, terminate, modify or cancel, or require any notice or consent under, any material agreement, contract, lease, license, instrument, or other arrangement to which such Seller is a party, or by which he is bound, or to which any of his assets is subject. Such Seller is not 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.

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5.4 Litigation. Such Seller (a) currently is not subject to any outstanding injunction, judgment, order, decree, ruling or charge or (b) is not a party or, to the Knowledge of such Seller, is not presently threatened to be made a party, to any action, claim, suit or proceeding, or has received notice of any hearing or investigation of, in, or before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator, which in any such case relates to (i) the transactions contemplated hereunder or (ii) any action taken or contemplated by such Seller in connection with the consummation of the transactions contemplated hereunder.

5.5 Investment. Each Seller (i) is acquiring its portion of the Exchangeable Shares constituting the Share Purchase Consideration, (ii) upon cancellation and replacement of such Exchangeable Shares with the Amalgamation Consideration Shares in the Amalgamation, will acquire its portion of the Amalgamation Consideration Shares and (iii) upon exchange of the Amalgamation Consideration Shares for Private Shares, will acquire its portion of such Private Shares pursuant to the following terms:

(a) Such Seller is acquiring the shares for such Seller’s own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act) of such shares.

(b) Such Seller has been advised by Buyer and its representatives that: (i) neither the offer nor sale of such shares has been registered under the Securities Act, and the rules and regulations in effect thereunder, or any state securities or “blue sky” laws; (ii) each of such shares is characterized as a “restricted security” under the Securities Act inasmuch as it is being acquired from Buyer in a transaction not involving a public offering and that each of such shares must be held indefinitely, and such Seller must continue to bear the economic risk of complete loss of the investment in such shares unless the offer and sale of such shares is subsequently registered under the Securities Act or an exemption from such registration is available and all applicable state securities or “blue sky” laws are complied with; (iii) when and if such shares may be disposed of without registration under the Securities Act in reliance on Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule; (iv) if the Rule 144 exemption is not available, public offer or sale of such shares without registration will require the availability of another exemption under the Securities Act; and (vii) a restrictive legend shall be placed on the certificates evidencing such shares; and (viii) a notation may be made in the appropriate records of Buyer indicating that such shares are subject to restrictions on transfer.

(c) Such Seller (i) has been afforded the opportunity to ask such questions as he has deemed necessary of, and to receive answers from, representatives of Buyer concerning an investment in such shares and the merits and risks of investing in such shares, and the nature of Buyer’s business operations, management personnel, business strategy and capital structure, and (ii) acknowledges receipt of the information referred to in Section 5.6 and acknowledges that such information is sufficient to enable such Seller to evaluate this investment in such shares.

(d) Such Seller understands that an investment in such shares is speculative and involves a high degree of risk.

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(e) Such Seller has sufficient knowledge and experience in financial and business matters and investing in companies similar to Buyer and Sub so as to be able to evaluate the risks and merits of its investment in Buyer and Sub and it is able financially to bear the risks thereof, has adequate means of providing for his current financial needs and possible contingencies that may face him and has no need for liquidity in its investment in Buyer and Sub.

(f) Such Seller further represents that he does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or any third person with respect to any of the shares being acquired under this Agreement.

(g) Such Seller is a resident of or is domiciled in Canada, and is not a U.S. Person, and is not acquiring such shares of for the account or benefit or any U.S. Person.

(h) Each of the Sellers has not been provided with a prospectus or an offering memorandum in connection with the acquisition by each of them of the Sub Preference Shares, the Amalgamation Consideration Shares and the Private Shares and execution of this Agreement. Each of the Sellers has been independently advised as to and is aware of the resale restrictions under applicable securities laws with respect to the Sub Preference Shares, the Amalgamation Consideration Shares and the Private Shares.

5.6 Buyer’s Information. Each Seller acknowledges that Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and its Quarterly Reports on Form 10-Q and Interim Reports on Form 8-K filed since December 31, 2008 are available to them.

5. CERTAIN REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Each Seller, for himself and for no other Seller, represents and warrants to Buyer and Merger Subs as follows:

5.1 Ownership of Shares. Such Seller holds of record and owns legally and beneficially the number of Shares set forth next to such Seller’s name on the signature page hereof, such Shares are free and clear of any restrictions on transfer, Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, liens, claims and demands, and such Seller is the sole legal and beneficial owners of such Shares. No certificate(s) evidencing any Shares have been issued. Such Seller is not a party to any option, warrant; purchase right or other contract or commitment that could require such Seller to sell, transfer or otherwise dispose of Shares. Such Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any Shares. At the Closing, Buyer shall acquire good and marketable title to the Shares, free and clear of any restrictions on transfer, Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, liens, claims and demands.

5.2 Authorization of Transaction. Such Seller has full power and authority to execute and deliver this Agreement and all other documents and agreements to be executed by such Seller as contemplated hereunder, and to perform such Seller’s obligations hereunder and thereunder. This Agreement and all other documents and agreements to be executed by such Seller as contemplated hereunder constitute the valid and legally binding obligations of such Seller enforceable against such Seller in accordance with their terms and conditions, except to the extent that enforceability may be limited by the operation of bankruptcy, insolvency or similar laws.

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5.3 Noncontravention. The execution and delivery of this Agreement and all other documents and agreements to be executed by such Seller as contemplated hereunder, and the consummation of the transactions contemplated hereby and thereby, will not (a) violate any Legal Requirement to which such Seller is subject, or (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Party the right to accelerate, terminate, modify or cancel, or require any notice or consent under, any material agreement, contract, lease, license, instrument, or other arrangement to which such Seller is a party, or by which he is bound, or to which any of his assets is subject. Such Seller is not 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.

5.4 Litigation. Such Seller (a) currently is not subject to any outstanding injunction, judgment, order, decree, ruling or charge or (b) is not a party or, to the Knowledge of such Seller, is not presently threatened to be made a party, to any action, claim, suit or proceeding, or has received notice of any hearing or investigation of, in, or before any court or quasi-judicial or administrative agency of any Federal, state, local, or foreign jurisdiction or before any arbitrator, which in any such case relates to (i) the transactions contemplated hereunder or (ii) any action taken or contemplated by such Seller in connection with the consummation of the transactions contemplated hereunder.

5.5 Investment. With respect to each Seller receiving the Merger Consideration Shares hereunder, such Seller is acquiring the Merger Consideration Shares pursuant to the following terms:

(a) Such Seller is acquiring the shares for such Seller’s own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act) of such shares.

(b) Such Seller has been advised by Buyer and its representatives that : (i) neither the offer nor sale of such shares has been registered under the Securities Act, and the rules and regulations in effect thereunder, or any state securities or “blue sky” laws; (ii) each of such shares is characterized as a “restricted security” under the Securities Act inasmuch as it is being acquired from Buyer in a transaction not involving a public offering and that each of such shares must be held indefinitely, and such Seller must continue to bear the economic risk of complete loss of the investment in such shares unless the offer and sale of such shares is subsequently registered under the Securities Act or an exemption from such registration is available and all applicable state securities or “blue sky” laws are complied with; (iii) when and if such shares may be disposed of without registration under the Securities Act in reliance on Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule; (iv) if the Rule 144 exemption is not available, public offer or sale of such shares without registration will require the availability of another exemption under the Securities Act; and (vii) a restrictive legend shall be placed on the certificates evidencing such shares; and (viii) a notation may be made in the appropriate records of Buyer indicating that such shares are subject to restrictions on transfer.

(c) Except as disclosed in Section 5.5(c) of the Disclosure Schedule, such Seller is an “accredited investor” as defined in the Securities Act.

(d) Such Seller has been afforded (i) the opportunity to ask such questions as he has deemed necessary of, and to receive answers from, representatives of Buyer concerning an investment in the Merger Consideration Shares and the merits and risks of investing in the Merger Consideration Shares, and the nature of Buyer’s proposed business operations, management personnel, business strategy and capital structure, and (ii) each Seller acknowledges receipt of the information referred to in Section 5.6 and acknowledges that such information is sufficient to enable such Seller to evaluate this investment in the Merger Consideration Shares.

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(e) Such Seller understands that an investment in the Merger Consideration Shares is speculative and involves a high degree of risk.

(f) Such Seller has sufficient knowledge and experience in financial and business matters and investing in companies similar to Private so as to be able to evaluate the risks and merits of its investment in Private and it is able financially to bear the risks thereof, has adequate means of providing for his current financial needs and possible contingencies that may face him and has no need for liquidity in its investment in Private;

(g) Such Seller further represents that he does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or any third person with respect to the shares of Private Shares being acquired under this Agreement.

5.6 Buyer’s Information. Each Seller acknowledges that Buyer has delivered or made available to them its Annual Report on Form 10-K for the fiscal year ended December 31, 2007, its Quarterly Reports on Form 10-Q and Interim Reports on Form 8-K filed since December 31, 2007, and its Proxy Statement for the 2008 Annual Meeting of Shareholders.