Private Media Group (PRVT)

Section 2.4 Delivery of Exchangeable Share Consideration; Effect of Exercise

Promptly after receipt of the certificate or certificates representing the Exchangeable Shares of the Holders to be purchased by PMG or Callco under the Insolvency Exchange Right (together with the Additional Transfer Documents and a duly completed form of notice of exercise of the Insolvency Exchange Right), duly endorsed for transfer to PMG or Callco, which notice to PMG or Callco shall constitute exercise of the Insolvency Exchange Right by the Holders, PMG shall promptly thereafter transfer (or Callco shall cause the transfer) to the Holders the Exchangeable Share Consideration deliverable in connection with the exercise of the Insolvency Exchange Right, less any amounts properly withheld pursuant to Section 3.5. Immediately upon the giving of notice by the Holders to PMG or Callco of the exercise of the Insolvency Exchange Right, as provided in this Section 2.4, the Holders shall be deemed to have transferred to PMG or Callco, as the case may be, all of its right, title and interest in and to such Exchangeable Shares, shall cease to be a Holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a Holders in respect thereof, other than the right to receive the purchase price therefor unless the Exchangeable Share Consideration is not delivered by PMG or is caused to be delivered by Callco to the Holders by the date specified, in which case the rights of the Holders shall

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remain unaffected until such Exchangeable Share Consideration is delivered by PMG or is caused to be delivered Callco and any cheque included therein is paid. Notwithstanding the foregoing, until the Holders of Exchangeable Shares is actually entered on the stock register of PMG Common Stock, the Holders shall be deemed to be Holders of the sold Exchangeable Shares for purposes of all rights with respect thereto under this Agreement.