Private Media Group (PRVT)

2.7 Determination and Payment of Earnout Shares.

(a) Number of Earnout Shares.

(i) The Earnout Shares shall be payable to the Sellers based upon their aggregate Pro Rata interest in the Company Shares as of the Closing, when, as and in the amounts provided in this Section 2.7, not to exceed the Total Earnout Shares, in the aggregate.

(ii) For the fiscal quarter of Private ended December 31, 2009, the fiscal years of Private ended December 31, 2010 and 2011 and the first three fiscal quarters of Private for the fiscal year of Private ended December 31, 2012 (each, an “Earnout Period”, and together the “Earnout Periods”) in which the Actual EBITDA of the Online Media Business for such Earnout Period equals or exceeds the Target EBITDA for such Earnout Period, Sellers, subject to subsection (iv) below, shall be entitled to receive a portion of the Total Earnout Shares equal to the Annual Maximum Earnout Shares for such Earnout Period. The Annual Maximum Earnout Shares shall consist solely of:

(A) for the 2009 Earnout Period: 175,000 Amalco Preference Shares (or, if the Amalgamation Consideration is adjusted pursuant to Section 2.4(a)(ii), 8.33% of the Total Earnout Shares) (the “2009 Maximum Earnout Shares”);

(B) for the 2010 Earnout Period: 700,000 Amalco Preference Shares (or, if the Amalgamation Consideration is adjusted pursuant to Section 2.4(a)(ii), 33.33% of the Total Earnout Shares) (the “2010 Maximum Earnout Shares”);

(C) for the 2011 Earnout Period: 700,000 Amalco Preference Shares (or, if the Amalgamation Consideration is adjusted pursuant to Section 2.4(a)(ii), 33.33% of the Total Earnout Shares) (the “2011 Maximum Earnout Shares”); and

(D) for the 2012 Earnout Period: 525,000 Amalco Preference Shares (or, if the Amalgamation Consideration is adjusted pursuant to Section 2.4(a)(ii), 25% of the Total Earnout Shares) (the “2012 Maximum Earnout Shares”).

(iii) In any Earnout Period in which the Actual EBITDA is less than the Target EBITDA, Sellers shall be entitled to receive in such Earnout Period a number of Earnout Shares determined by dividing the Actual EBITDA for such Earnout Period by the Target EBITDA for such Earnout Period (the “Earnout Share Ratio”) and multiplying such Earnout Share Ratio for such Earnout Period by the Annual Maximum Earnout Shares for such Earnout Period.

(iv) If in the 2009, 2010, 2011 or 2012 Earnout Periods the Actual EBITDA is less than the Target EBITDA, then for purposes of determining the number of Earnout Shares available for distribution in the subsequent Earnout Period(s), and notwithstanding the provisions of Section 2.7(a)(ii) above, if and to the extent that Actual EBITDA exceeds the Target EBITDA in a subsequent Earnout Period, the Sellers shall be entitled to receive in respect of such subsequent Earnout Period, Earnout Shares as follows:

(A) For the 2010 Earnout Period: The lesser of (1) the number of Earnout Shares determined by multiplying the Earnout Share Ratio for the 2010 Earnout Period by the 2010 Maximum Earnout Shares, and (2) the sum of the 2009 Maximum Earnout Shares and the 2010 Maximum Earnout Shares less the number of Earnout Shares paid in respect of the 2009 Earnout Period, and

18

(B) For the 2011 Earnout Period: The lesser of (1) the number of Earnout Shares determined by multiplying the Earnout Share Ratio for the 2011 Earnout Period by the 2011 Maximum Earnout Shares, and (2) the sum of the 2009 Maximum Earnout Shares, 2010 Maximum Earnout Shares and 2011 Maximum Earnout Shares less the number of Earnout Shares paid in respect of the 2009 and 2010 Earnout Periods.

(C) For the 2012 Earnout Period: The lesser of (1) the number of Earnout Shares determined by multiplying the Earnout Share Ratio for the 2012 Earnout Period by the 2012 Maximum Earnout Shares, and (2) the Total Earnout Shares less the number of Earnout Shares paid in respect of the 2009, 2010 and 2011 Earnout Periods.

(b) Earnout Determination Procedure.

(i) Within ninety (90) days after the end of each Earnout Period, Buyer shall deliver to Sellers Representative a schedule setting forth in reasonable detail its calculation of the Actual EBITDA for such Earnout Period. The Sellers Representative shall have a thirty (30) day period to review the Buyer’s calculation of the Actual EBITDA. If Sellers Representative disputes Buyer’s calculation of the Actual EBITDA, Sellers Representative shall deliver a written notice (“EBITDA Dispute Notice”) to Buyer within such thirty (30) day period. Sellers Representative shall set forth in detail in the EBITDA Dispute Notice the basis for its disagreement with the Buyer’s calculation of the Actual EBITDA. If Sellers Representative fails to deliver the EBITDA Dispute Notice within the thirty (30) day period, Sellers Representative shall be deemed to have agreed to the given calculation delivered by Buyer, which calculation shall be final, conclusive and binding upon all of the parties hereto. If Sellers Representative disputes the calculation of the Actual EBITDA within the thirty (30) day period, the parties will in good faith attempt to jointly resolve any dispute during the thirty (30) day period following the delivery of the EBITDA Dispute Notice. If Buyer and Sellers Representative can resolve their dispute and agree upon the calculation of the Actual EBITDA, they shall memorialize their agreement in writing and such mutually agreed upon figure shall be final, conclusive and binding upon all of the parties. If Buyer and Sellers Representative cannot resolve the dispute to their mutual satisfaction, Buyer and Sellers Representative shall engage the Independent Accountant to determine the appropriate amount of Actual EBITDA consistent with this Agreement. Each of Buyer and Sellers shall provide the Independent Accountant such of their respective work papers as may be requested by the Independent Accountant. The Independent Accountant shall be requested to complete its engagement within forty-five (45) days of being retained by Buyer and Sellers. The determination of the Independent Accountant shall be final, binding and conclusive upon the parties. All expenses relating to the engagement of the Independent Accountant shall be borne by (1) the Buyer if the Actual EBITDA contained in the final determination of the Independent Accountant is closer to the Actual EBITDA contained in the EBITDA Dispute Notice than the Actual EBITDA contained in the Earnout Schedule, (2) the Sellers if the Actual EBITDA contained in the final determination of the Independent Accountant is closer to the Actual EBITDA contained in the Earnout Schedule than the Actual EBITDA contained in the EBITDA Dispute Notice, and (c) equally by the Buyer, on one hand, and the Sellers, on the other hand, if the Actual EBITDA contained in the EBITDA Dispute Notice and the Actual EBITDA contained in the Earnout Schedule are equally close to the Actual EBITDA contained in the final determination of the Independent Accountant.

19

(ii) Buyer shall afford Sellers Representative and his advisers and representatives, upon request, reasonable access to its reasonably available books and records and appropriate financial personnel for purposes relating to the determination of Actual EBITDA, provided that such access shall be limited to that portion of the books and records that relate to the calculation of Actual EBITDA and provided further that prior to granting such access, Sellers Representative shall have entered into a confidentiality agreement on terms and conditions reasonably satisfactory to Buyer.

(iii) Upon the final, conclusive and binding determination of the Actual EBITDA in accordance with this Section 2.7(b), Buyer shall promptly (and no later than five (5) Business Days thereafter) cause to be delivered to Sellers Representative certificates evidencing the appropriate number of Earnout Shares, registered in the names of the Sellers, subject to the provisions of Section 10.7.

(c) Covenant of Buyer re Online Media Business. Following the Closing and throughout the Earnout Periods, Buyer will provide commercially reasonable levels of sales, technical, administrative and marketing resources and support for the Online Media Business in light of market demand, customer requirements, product sales, product margins, competitive concerns and other relevant considerations, as determined by Buyer from time to time in the good faith discretion of Buyer. Nothing in this Agreement shall prohibit Buyer nor any of its subsidiaries from taking any actions with respect to the business of the Online Media Business in good faith and which are commercially reasonable, including adjusting or deferring sales, marketing, new product or new business development efforts, adjusting the number of personnel, deferring the execution or implementation of agreements, or reallocating funds from the Online Media Business to other areas of Buyer’s business. For the avoidance of doubt, Buyer shall be entitled to take into account the goals and objectives of Private and its subsidiaries as a whole in determining commercially reasonable levels of support for the Online Media Business. Notwithstanding anything to the contrary in this Agreement, if, prior to the last day of any Earnout Period, Buyer and/or its subsidiaries sells to a third party all or a substantial portion of Buyer’s business or there is otherwise a Change in Control Event, in either case which results in a material change of operation of the Online Media Business, the remaining unearned amount of the Total Earnout Shares shall be deemed earned and shall be immediately payable to the Sellers without regard to the Target EBITDA, subject to the provisions of Section 10.7. For purposes of this Section 2.7, “Change in Control Event” means Berth Milton shall cease to own, directly or indirectly, at least 30% of the outstanding Private Shares.

2.8 Tax Election. The Parties hereby agree to jointly elect under the Subsection 85(1) of the Income Tax Act (Canada) (the “ITA”) that the Sellers’ proceeds of disposition of the Company Shares and the cost to Sub of the Company Shares shall be equal to an amount agreed upon by the Parties within the limits of Subsection 85(1) of the ITA. Any penalty attributable to the late filing of such elections shall be payable by the Sellers.

2.9 No Fractional Shares. No certificate or scrip representing fractional Amalco Preference Shares shall be issued upon the surrender of share certificates for exchange, and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a shareholder of Amalco. The holder of Sub Preference Shares exchanged pursuant to the Amalgamation who would otherwise be entitled to receive a fraction of an Amalco Preference Share (after taking into account all certificates evidencing Sub Preference Shares delivered by such holder) shall not receive any additional consideration therefor and any such fractional share interest shall be cancelled and extinguished at the Closing.

20

2.10 Lost, Stolen or Destroyed Certificates. In the event any share certificates for Company Shares are lost, stolen or destroyed, Sub or Amalco will issue in exchange for such lost, stolen or destroyed share certificates, upon the making of an affidavit of that fact by the holder thereof and the other deliveries required above, the applicable Amalgamation Consideration; provided, however, that Sub or Amalco may, in their sole discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed share certificate to deliver an indemnity in such sum as it may reasonably direct as indemnity against any claim that may be made against it with respect to the share certificates alleged to have been lost, stolen or destroyed.

2.11 Taking of Necessary Action; Further Action. Each of Private, Sub, Amalco and the Company will take all such reasonable lawful action as may be necessary or appropriate in order to effect the Share Purchase and the Amalgamation in accordance with this Agreement as promptly as practicable. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest Amalco with full right, title and possession to all the property, rights, privileges, power and franchises of the Company or Sub, the officers and directors of the Company and Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

2.6 Determination and Payment of Earnout Shares.

(a) Number of Earnout Shares.

(i) The Earnout Shares shall be payable to the Sellers, pro rata in accordance with their interests based upon the GreenCine Pro Rata or the ThinkForward Pro Rata, as the case may be, when, as and in the amounts provided in this Section 2.6, not to exceed 4,595,397 Private Shares (“Total Earnout Shares”), in the aggregate, subject to the provisions and limitations contained in Section 9.14.

(ii) For each of the fiscal years of Private ended December 31, 2009, 2010 and 2011 (each, an “Earnout Period, and together the “Earnout Periods”) in which the Actual EBITDA of the Online Media Business equals or exceeds the Target EBITDA, Sellers, subject to subsection (iv) below, Sellers shall be entitled to receive one-third (1,531,799 Private Shares, subject to the adjustment provisions of subsection (v) below) of the Total Earnout Shares.

(iii) In any Earnout Period in which the Actual EBITDA is less than the Target EBITDA, Sellers shall be entitled to receive in such Earnout Period a number of Earnout Shares determined by dividing the Actual EBITDA for such year by the Target EBITDA (the “Earnout Share Ratio”) and multiplying such Earnout Share Ratio by the Annual Maximum Earnout Shares.

(iv) If in the 2009 or 2010 Earnout Periods the Actual EBITDA is less than the Target EBITDA, then for purposes of determining the number of Earnout Shares available for distribution in the subsequent Earnout Period(s), and notwithstanding the provisions of Section 2.6(a)(ii) above, if and to the extent that Actual EBITDA exceeds the Target EBITDA in a subsequent Earnout Period, the Sellers shall be entitled to receive in respect of such subsequent Earnout Period, Earnout Shares as follows:

(A) For the 2010 Earnout Period: The lesser of (1) the number of Earnout Shares determined by multiplying the Earnout Share Ratio by the number of Annual Maximum Earnout Shares, and (2) 3,063,593 Private Shares (subject to the provisions of subsection (v) below) less the number of Earnout Shares paid in respect of the 2009 Earnout Period, and

(B) For the 2011 Earnout Period: The lesser of (1) the number of Earnout Shares determined by multiplying the Earnout Share Ratio by the number of Annual Maximum Earnout Shares, and (2) the Total Earnout Shares less the number of Earnout Shares paid in respect of the 2009 and 2010 Earnout Periods.

(v) In the event there is an adjustment to the number of Earnout Shares pursuant to the provisions of Section 2.8(b) as a result of a Net Worth Merger Consideration Adjustment, then corresponding adjustments shall be made in calculating the amount of Earnout Shares otherwise payable under this Section 2.6 for each of the Earnout Periods, including adjustments to the Total Earnout Shares and Annual Maximum Earnout Shares.

13

(b) Earnout Determination Procedure.

(i) Within ninety (90) days after the end of each Earnout Period, Buyer shall deliver to Sellers Representative a schedule setting forth in reasonable detail its calculation of the Actual EBITDA for such Earnout Period. The Sellers Representative shall have a thirty (30) day period to review the Buyer’s calculation of the Actual EBITDA. If Sellers Representative disputes Buyer’s calculation of the Actual EBITDA, Sellers Representative shall deliver a written notice (“EBITDA Dispute Notice”) to Buyer within such thirty (30) day period. Sellers Representative shall set forth in detail in the EBITDA Dispute Notice the basis for its disagreement with the Buyer’s calculation of the Actual EBITDA. If Sellers Representative fails to deliver the EBITDA Dispute Notice within the thirty (30) day period, Sellers Representative shall be deemed to have agreed to the given calculation delivered by Buyer, which calculation shall be final, conclusive and binding upon all of the parties hereto. If Sellers Representative disputes the calculation of the Actual EBITDA within the thirty (30) day period, the parties will in good faith attempt to jointly resolve any dispute during the thirty (30) day period following the delivery of the EBITDA Dispute Notice. If Buyer and Sellers Representative can resolve their dispute and agree upon the calculation of the Actual EBITDA, they shall memorialize their agreement in writing and such mutually agreed upon figure shall be final, conclusive and binding upon all of the parties. If Buyer and Sellers Representative cannot resolve the dispute to their mutual satisfaction, Buyer and Sellers Representative shall engage the Independent Accountant to determine the appropriate amount of Actual EBITDA consistent with this Agreement. Each of Buyer and Sellers shall provide the Independent Accountant such of their respective work papers as may be requested by the Independent Accountant. The Independent Accountant shall be requested to complete its engagement within forty-five (45) days of being retained by Buyer and Sellers. The determination of the Independent Accountant shall be final, binding and conclusive upon the parties and not subject to any further dispute resolution procedures of Article 11. All expenses relating to the engagement of the Independent Accountant shall be borne by (1) the Buyer if the Actual EBITDA contained in the final determination of the Independent Accountant is closer to the Actual EBITDA contained in the EBITDA Dispute Notice than the Actual EBITDA contained in the Earnout Schedule, (2) the Sellers if the Actual EBITDA contained in the final determination of the Independent Accountant is closer to the Actual EBITDA contained in the Earnout Schedule than the Actual EBITDA contained in the EBITDA Dispute Notice, and (c) equally by the Buyer, on one hand, and the Sellers, on the other hand, if the Actual EBITDA contained in the EBITDA Dispute Notice and the Actual EBITDA contained in the Earnout Schedule are equally close to the Actual EBITDA contained in the final determination of the Independent Accountant.

(ii) Buyer shall afford Sellers Representative and his advisers and representatives, upon request, reasonable access to its books and records and appropriate financial personnel for purposes relating to the determination of Actual EBITDA, provided that such access shall be limited to that portion of the books and records that relate to the calculation of Actual EBITDA and provided further that prior to granting such access, Sellers Representative shall have entered into a confidentiality agreement on terms and conditions reasonably satisfactory to Buyer.

(iii) Upon the final, conclusive and binding determination of the Actual EBITDA in accordance with Section 2.6(b), Buyer shall promptly (and no later than five (5) Business Days thereafter) cause to be delivered to Sellers Representative certificates evidencing the appropriate number of Earnout Shares, registered in the names of the Sellers, subject to the provisions of Section 10.7.

(c) Covenant of Buyer re Online Media Business. Following the Closing and throughout the Earnout Periods, Buyer will provide commercially reasonable levels of sales, technical, administrative and marketing resources and support for the Online Media Business in light of market demand, customer requirements, product sales, product margins, competitive concerns and other relevant considerations, as determined by Buyer from time to time in the good faith discretion of Buyer. Nothing in this Agreement shall prohibit Buyer nor any of its subsidiaries from taking any actions with respect to the business of the Online Media Business in good faith and which are commercially reasonable, including adjusting or deferring sales, marketing, new product or new business development efforts, adjusting the number of personnel, deferring the execution or implementation of

14

agreements, or reallocating funds from the Online Media Business to other areas of Buyer’s business. For the avoidance of doubt, Buyer shall be entitled to take into account the goals and objectives of Private and its subsidiaries as a whole in determining commercially reasonable levels of support for the Online Media Business. Notwithstanding anything to the contrary in this Agreement, if, prior to the last day of any Earnout Period, Buyer and/or its subsidiaries sells to a third party all or a substantial portion of Buyer’s business or there is otherwise a Change in Control Event, in either case which results in a material change of operation of the Online Media Business, the remaining unearned amount of the Total Earnout Shares shall be deemed earned and shall be immediately payable to the Sellers without regard to the Target EBITDA, subject to the provisions of Section 10.7. For purposes of this Section 2.6, Change in Control Event means Berth Milton shall cease to own, directly or indirectly, at least 30% of the outstanding Private Shares.

2.7 Private Closing Shares and Private Initial Deferred Shares. Buyer and the Sellers have agreed as follows in respect of the Private Closing Shares and Private Initial Deferred Shares:

(a) The Private Closing Shares shall not be transferred to any third party by the Sellers or otherwise mortgaged, charged, pledged or encumbered until the first anniversary of the Closing Date (the “Restriction Period”), subject to the provisions of Section 10.7. Certificates evidencing the Private Closing Shares shall bear an appropriate legend to reflect these restrictions, including the provisions of Section 10.7, during the time these restrictions are in effect. Upon the expiration of the Restriction Period Sellers shall promptly submit certificates containing such legends to Buyer and, subject to the provisions of Section 10.7, including provisions entitling Buyer to Holdback Merger Consideration Shares, Buyer shall promptly send by overnight courier replacement certificates free of such legends.

(b) One-half of the Private Initial Deferred Shares to which each Seller is entitled shall be released by Buyer to the Sellers on the first anniversary of the Closing Date and the other half shall be released by Buyer to the Sellers on the second anniversary of the Closing Date (each of such dates, a “Release Date”), subject to the provisions of clause (c) below. The Private Initial Deferred Shares shall not be transferred to any third party by the Sellers or mortgaged, charged, pledged or otherwise encumbered by the Sellers until released by the Buyers. Sellers shall be treated as holders of the Private Initial Deferred Shares following the Effective Times and will be entitled to receive all notices, participate in all dividends and non-cash distributions and pro rata issues in respect of the Private Initial Deferred Shares, and otherwise shall be treated in the same manner as all other shareholders of Private.

(c) Private agrees to release to the Sellers Representative 50% of the Private Initial Deferred Shares to which each Seller is entitled on each Release Date, provided that as at each Release Date an Indemnification Event in excess of the Indemnification Threshold has not occurred in respect of such Seller, a Net Worth Merger Consideration Adjustment Event has not occurred and is continuing, or a claim has not been made pursuant to Section 9.7, in which event the provisions of Section 10.7 shall apply.