Private Media Group (PRVT)

8. CONDITIONS TO OBLIGATIONS OF SELLERS AND THE COMPANY TO CLOSE

The obligations of Sellers and the Company to consummate the transactions to be performed by them in connection with the Closing are subject to satisfaction of the following conditions:

(a) The representations and warranties of Buyer and Sub set forth in Section 4 above shall be true and correct in all material respects (except for representations and warranties having a “materiality” or “Material Adverse Effect” standard which shall be true and correct in all respects) at and as of the date of this Agreement and at and as of the Closing Date as though made on and as of those dates, and Sellers shall have received certificates from appropriate officers of Buyer and Sub to that effect.

(b) Buyer and Sub shall have performed and complied with all of their respective covenants, agreements and conditions required to be performed by them on or before the Closing Date, and Sellers shall have received certificates from appropriate officers of Buyer and Sub to that effect.

(c) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, provincial, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) affect adversely the right of Sellers and the Company to effect the Transaction, and no such injunction, judgment, order, decree, ruling, or charge shall be in effect.

47

(d) The Boards of Directors of Buyer and Sub shall have taken all necessary action to authorize the execution and performance of this Agreement and all other documents, agreements and transactions contemplated in this Agreement and shall have delivered to Sellers true copies, certified by a responsible officer, of resolutions or written consents evidencing such action.

(e) Buyer shall have delivered to Seller a certificate dated as of the Closing, signed by the Secretary or other appropriate officer of Buyer, certifying that attached thereto is a true, correct and complete copy of the Organizational Documents of Buyer as in effect on the Closing Date.

(f) Buyer and Sub shall have delivered evidence to Sellers of the authority and incumbency of the Persons acting on their behalf in connection with the execution of any document delivered pursuant to this Agreement.

(g) Buyer shall have entered into the Amended and Restated Registration Rights Agreement in the form attached hereto as Exhibit I and the same shall be in full force and effect.

(h) Berth Milton shall have entered into the Voting Agreement in the form attached hereto as Exhibit J and the same shall be in full force and effect.

(i) The Amendment shall have been effected.

(j) Each of Buyer, Sub and Callco (as defined in the Exchangeable Share Support Agreement) shall have entered into the Exchangeable Share Support Agreement in the form attached hereto as Exhibit B.

All actions to be taken by Buyer and Sub in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby, will be reasonably satisfactory in form and substance to Sellers. Sellers may waive any condition specified in this Article 8.