Private Media Group (PRVT)

8. CONDITIONS TO OBLIGATIONS OF SELLERS AND SUBSIDIARIES TO CLOSE

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

(a) The representations and warranties of Buyer and the Merger Subs set forth in Section 4 above shall be true and correct in all material respects (except for representations and warranties having a “materiality” 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 Merger Subs to that effect.

(b) Buyer and Merger Subs 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 Merger Subs 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, 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transactions contemplated by this Agreement and (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such injunction, judgment, order, decree, ruling, or charge shall be in effect.

(d) The Boards of Directors of Buyer and Merger Subs 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 and Merger Subs shall have delivered evidence to Sellers of the authority and incumbency of the Persons acting on its behalf in connection with the execution of any document delivered pursuant to this Agreement.

(f) Each of Sellers and Game Link shall have entered into his respective Employment Agreement, and the same shall be in full force and effect.

(g) Berth Milton shall have entered into the Voting Agreement with the Sellers Representative and Buyer in form and substance as set forth in Exhibit “F” (the “Voting Agreement”) pursuant to which such shareholder agrees to vote all shares of capital stock of Buyer beneficially owned by him (i) to elect Ilan Bunimovitz to Buyer’s Board of Directors until the earlier to occur of (a) the termination of Ilan Bunimovitz’s employment with Buyer or its Affiliates, and (b) immediately following Buyer’s 2011 annual shareholder meeting, and (ii) approve the issuance of the Merger Consideration Shares which exceed the Limit Amount at Private’s 2009 Annual Meeting of Shareholders.

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(h) The Registration Rights Agreement in form and substance as set forth in Exhibit “G” shall have been entered into by the parties thereto and the same shall be in full force and effect.

(i) Slingsby Enterprises Ltd. (“Slingsby”) shall have entered into an agreement with Private in form and substance as set forth in Exhibit “H” (the “Slingsby Loan Agreement”) providing for the payment by Slingsby of outstanding loans to Private in amounts not less than EUR 1 million in cash or Private Shares as of the end of fiscal years ending in 2009, 2010 and 2011.

(j) Game Link and 537 Stevenson Street L.L.C. shall have entered into a new lease agreement for the Leased Premises on terms and conditions in form and substance as annexed hereto as Exhibit “C.”

All actions to be taken by Buyer and Merger Subs 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 Section 8.