Private Media Group (PRVT)

2.2 Closings; Effective Time.

(a) The closing of the Transaction (the “Closing”) shall take place at the offices of Davis LLP, 1 First Canadian Place, Suite 5600, PO Box 367, 100 King Street West, Toronto, ON M5X 1E2 at 10:00 a.m. (local time) on the first Business Day after the satisfaction or waiver of each of the conditions set forth in this Agreement, or at such other time, date and location as the Company and Buyer agree (the date on which the Closing occurs being the “Closing Date”).

(b) At the Closing, Sub and the Sellers will consummate the Share Purchase in accordance with the terms and conditions of this Agreement. Immediately following the consummation of the Share Purchase, upon and subject to the terms and conditions of this Agreement and the Act, the Articles of Amalgamation and any other filings required by the Act (the “Amalgamation Documents”) shall be filed to effect the Amalgamation, under which Sub and the Company will amalgamate and continue as Amalco.

(c) Private, in its capacity as the sole shareholder of Sub, hereby approves the Share Purchase and the Amalgamation. Each of the Sellers and Holdco, in their capacity as the owners of 100% of the outstanding shares of the Company, hereby approves the Share Purchase and the Amalgamation.

2.3 Effect of the Amalgamation. At the Effective Time:

(a) the amalgamation of the Company and Sub (the “Amalgamating Corporations”) and their continuance as one corporation, Amalco, under the terms and conditions prescribed in the Amalgamation Agreement shall be effective,

(b) the property of each of the Amalgamating Corporations shall continue to be the property of Amalco,

(c) Amalco shall continue to be liable for the obligations or each of the Amalgamating Corporations,

(d) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Corporations shall be unaffected,

(e) any civil, criminal or administrative action or proceeding pending by or against either of the Amalgamating Corporations may be continued to be prosecuted by or against Amalco,

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(f) any conviction against, or ruling, order or judgment in favor of or against, either of the Amalgamating Corporations may be enforced by or against Amalco,

(g) the Articles of Amalgamation of Amalco shall be deemed to be the articles of incorporation of Amalco and the Certificate of Amalgamation shall be deemed to be the certificate of incorporation of Amalco,

(h) the by-laws of Sub shall be the by-laws of Amalco until repealed or amended in the normal manner provided for in the Act,

(i) the board of directors of Amalco shall consist of those individuals listed as such in the Amalgamation Agreement, and

(j) the officers of Amalco shall consist of those individuals listed as such in the Amalgamation Agreement.