Private Media Group (PRVT)

Section 2.5 Exercise of Insolvency Exchange Right Subsequent to Retraction

In the event that the Holders have exercised their right under Article 6 of the Exchangeable Share Provisions to require Corporation to redeem some or all of the Retracted Shares held by the Holders and are notified by Corporation pursuant to the Exchangeable Share Provisions that Corporation will not be permitted as a result of liquidity or solvency requirements or other provisions of applicable law to redeem all such Retracted Shares, subject to receipt by the Holders of written notice to that effect from Corporation and provided that the Retraction Call Right with respect to the Retracted Shares shall not have been exercised, the Retraction Request will constitute, and will be deemed to constitute, notice from the Holders to PMG or Callco, as the case may be, that the Holders are exercising the Insolvency Exchange Right with respect to those Retracted Shares which Corporation is not permitted by applicable law to redeem. In any such event, Corporation hereby agrees with the Holders to notify the Holders immediately of such prohibition against Corporation redeeming all of the Retracted Shares and to forward or cause to be forwarded PMG or Callco, as the case may be, immediately all relevant materials delivered by the Holders to Corporation (including a copy of the applicable retraction request delivered pursuant to the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares, and PMG or Callco, as the case may be, will thereupon purchase such shares in accordance with the provisions of this Article 2.