Private Media Group (PRVT)

2.2 Closing; Effective Times.

(a) The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Guzik & Associates, 1875 Century Park East, Suite 700, Los Angeles, California, or at such other place as the Parties shall mutually agree, on or before January 20, 2009, on such date as Buyer and Sellers shall agree, not more than five Business Days following the satisfaction or waiver of all conditions precedent to Closing set forth in Articles 7 and 8 (the “Closing Date”).

(b) Upon and subject to the terms and conditions of this Agreement, the Mergers comprising the Transaction shall become effective at Closing or as soon thereafter as is practicable as follows: (i) The GreenCine Certificate of Merger shall be duly executed by GreenCine and Merger Sub I and concurrently with the Closing filed with the Secretary of State of Delaware in accordance with the relevant provisions of the DGCL (“Effective Time of Merger I” or “Effective Time of the GreenCine Merger”)), and the ThinkForward Agreement of Merger shall be duly executed by ThinkForward and Merger Sub II and concurrently with the Closing filed with the Secretary of State of California in accordance with the relevant provisions of the CGCL (“Effective Time of Merger II” or “Effective Time of the ThinkForward Merger”)), it being the intention of the Parties to consummate the ThinkForward Merger and the GreenCine Merger concurrently at or immediately following the Closing as an integrated transaction.

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2.3 Effect of Mergers. The GreenCine Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL. The ThinkForward Merger shall have the effects set forth in this Agreement and in the applicable provisions of the CGCL.