Private Media Group (PRVT)

13. GENERAL PROVISIONS

13.1 Press Releases and Public Announcements. Buyer shall obtain the written consent of Sellers, and Sellers and the Company shall obtain the written consent of Buyer, prior to issuing, or permitting any of their representatives to issue, any press release or make any other public disclosure or announcement concerning the transactions contemplated hereby or the terms and conditions hereof or thereof; provided, however, that any Party may make any public disclosure it believes in good faith is required by applicable law or Nasdaq rules and regulations (in which case the disclosing Party will use its best efforts to advise and consult with the other Parties prior to making the disclosure). For purposes of this Section 13.1, the written consent of the Company shall be deemed to be consent on behalf of the Company and the Sellers.

13.2 No Third-Party Beneficiaries. Other than the provisions of Section 9.9, this Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

13.3 Entire Agreement. This Agreement (including the documents referred to herein) and the Confidentiality Agreement constitute the entire agreement between the Parties and supersede any prior understandings, agreements, or representations by or between the Parties, written or oral, to the extent they related in any way to the subject matter hereof, including without limitation the term sheet dated August 7, 2009, between Buyer and the Company.

13.4 Succession and Assignment. This Agreement and all agreements contemplated hereunder shall be binding upon and inure to the benefit of the Parties named herein and their respective successors, heirs, executors, administrators and permitted assigns, as the case may be. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder, or any of its rights, interests or obligations under any document delivered pursuant to this Agreement (except as may be specifically provided for in any such document), without the prior written approval of the other Parties, except that the consent of no other Party shall be required for

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Buyer to (i) assign its rights, interests and obligations pursuant to this Agreement, and any documents delivered pursuant to this Agreement, to any Affiliate or (ii) consummate the merger, amalgamation, sale or liquidation of all or substantially all of its stock or assets, it being understood that, in the event that a third party entity is the surviving entity of any such merger, amalgamation, sale or liquidation, such surviving entity shall assume the obligations and liabilities of Buyer, as the case may be, under the terms of this Agreement and all related documentation executed in connection herewith; provided that no such assignment pursuant to subsection (i) or (ii) shall diminish the obligations of Private under this Agreement.

13.5 Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile copy shall have the same legal effect as the original.

13.6 Headings. The Article and Section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

13.7 Notices. All written notices, demands and requests of any kind which either Party may be required or may desire to serve upon the other Party hereto in connection with this Agreement shall be delivered only by courier or other means of personal service which provides written verification of receipt or by registered or certified mail return receipt requested, or by facsimile; provided that the facsimile is promptly followed by delivery of a hard copy of such notice which provides written verification or receipt (each, a “Notice”). Any such Notice delivered by registered or certified mail shall be deposited in the United States or Canada mail with postage thereon fully prepaid, or if by courier then deposited prepaid with the courier. All Notices shall be addressed to the Parties to be served as follows:

If to Sellers or the Company:

Entruphema, Inc.

229 Yonge Street, Suite 408

Toronto, Ontario

M5B 1N9 Canada

Attention:    Eric Johnson

Facsimile:    (416) 848-4783

If to Sellers Representative:

Eric Johnson

c/o Entruphema, Inc.

229 Yonge Street, Suite 408

Toronto, Ontario

M5B 1N9 Canada

Facsimile:    (416) 848-4783

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If to Buyer:

Private Media Group, Inc.

Calle de la Marina 14-16

Floor 18, Suite D

08005 Barcelona, Spain

Attention:    Chief Financial Officer

Facsimile:    +34-93-675-1701

Service of any such notice or demand so made shall be deemed complete on the day of actual delivery thereof as shown by the addressee’s registry or certification receipt or other evidence of receipt, or refusal of delivery. Any Party hereto may from time to time by notice in writing served upon the others as aforesaid designate a different mailing address or a different or additional person to which all such notices or demands thereafter are to be addressed.

13.8 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein. Any suit or other proceedings brought hereon shall be subject to the exclusive jurisdiction of the Ontario courts sitting in the City of Toronto, the Parties hereto hereby waiving any claim or defense that such forum is not convenient or proper. Each Party hereby agrees that such courts shall have in personam jurisdiction over it and consents to service of process in any manner authorized by the laws of Ontario and the federal laws of Canada applicable therein. The prevailing Party in such suit or other proceeding shall be entitled to all of its costs and fees, including reasonable attorneys’ fees.

13.9 Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Parties. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any such prior or subsequent occurrence.

13.10 Severability. The provisions of this Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. In the event any provision of this Agreement is found to be partially or wholly invalid, illegal or unenforceable, such provision shall be modified or restricted to the extent and in the manner necessary to render it valid, legal, and enforceable. It is expressly understood and agreed between the Parties that such modification or restriction may be accomplished by mutual accord between the Parties or, alternatively, by disposition of an arbitrator or a court of law. If such provision cannot under any circumstances be so modified or restricted, it shall be excised from this Agreement without affecting the validity, legality or enforceability of any of the remaining provisions.

13.11 Expenses. Except as otherwise expressly provided herein, each of the Parties will bear his or her or its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby.

13.12 Incorporation of Exhibits, Recitals and Schedules. The Exhibits, Recitals and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

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14. GENERAL PROVISIONS

14.1 Press Releases and Public Announcements. Buyer shall obtain the written consent of Sellers, and Sellers and the Subsidiaries shall obtain the written consent of Buyer, prior to issuing, or permitting any of their representatives to issue, any press release or make any other public disclosure or announcement concerning the transactions contemplated hereby or the terms and conditions hereof or thereof; provided, however, that any Party may make any public disclosure it believes in good faith is required by applicable law or Nasdaq rules and regulations (in which case the disclosing Party will use its best efforts to advise and consult with the other Parties prior to making the disclosure). For purposes of this Section 14.1, the written consent of Mama’s shall be deemed to be consent on behalf of the Subsidiaries and the Sellers.

14.2 No Third-Party Beneficiaries. Other than the provisions of Section 9.15, this Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

14.3 Entire Agreement. This Agreement (including the documents referred to herein) and the Confidentiality Agreement constitute the entire agreement between the Parties and supersede any prior understandings, agreements, or representations by or between the Parties, written or oral, to the extent they related in any way to the subject matter hereof.

14.4 Succession and Assignment. This Agreement and all agreements contemplated hereunder shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder, or any of its rights, interests or obligations under any document delivered pursuant to this Agreement (except as may be specifically provided for in any such document), without the prior written approval of the other Parties, except that the consent of no other Party shall be required for Buyer to (i) assign its rights, interests and obligations pursuant to this Agreement, and any documents delivered pursuant to this Agreement, to any Affiliate or (ii) consummate the merger, sale or liquidation of all or substantially all of its stock or assets, it being understood that, in the event that a third party entity is the surviving entity of any such merger, sale or liquidation, such surviving entity shall assume the obligations and liabilities of Buyer, as the case may be, under the terms of this Agreement and all related documentation executed in connection herewith; provided that no such assignment pursuant to subsection (i) or (ii) shall diminish the obligations of Private under this Agreement.

14.5 Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile copy shall have the same legal effect as the original.

14.6 Headings. The Article and Section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

14.7 Notices. All written notices, demands and requests of any kind which either Party may be required or may desire to serve upon the other Party hereto in connection with this Agreement shall be delivered only by courier or other means of personal service which provides written verification of receipt or by registered or certified mail return receipt requested, or by facsimile; provided that the facsimile is promptly followed by delivery of a hard copy of such notice which provides written verification or receipt (each, a “Notice”). Any such Notice delivered by registered or certified mail shall be deposited in the United States mail with postage thereon fully prepaid, or if by courier then deposited prepaid with the courier. All Notices shall be addressed to the Parties to be served as follows:

If to Sellers or the Subsidiaries:

Game Link, LLC

537 Stevenson Street

San Francisco, CA 94103

Attention: Ilan Bunimovitz

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If to Sellers Representative:

Ilan Bunimovitz

537 Stevenson Street

San Francisco, CA 94103

If to Buyer:

Private Media Group, Inc.

Calle de la Marina 14-16

Floor 18, Suite D

08005 Barcelona, Spain

Attention: Chief Financial Officer

With a copy to:

Samuel S. Guzik, Esq.

Guzik & Associates

1875 Century Park East, Suite 700

Los Angeles, California 90067

Facsimile: 310.914.8606

Service of any such notice or demand so made shall be deemed complete on the day of actual delivery thereof as shown by the addressee’s registry or certification receipt or other evidence of receipt, or refusal of delivery. Any Party hereto may from time to time by notice in writing served upon the others as aforesaid designate a different mailing address or a different or additional person to which all such notices or demands thereafter are to be addressed.

14.8 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Subject to the provisions of Article 11, with respect to binding arbitration, any suit or other proceedings brought hereon shall be brought in the federal or state court sitting in the County of Los Angeles, California, the Parties hereto hereby waiving any claim or defense that such forum is not convenient or proper. Each Party hereby agrees that any such court shall have in personam jurisdiction over it and consents to service of process in any manner authorized by California law. The prevailing Party in such suit or proceeding shall be entitled to all of its costs and fees, including reasonable attorneys’ fees.

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14.9 Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Parties. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any such prior or subsequent occurrence.

14.10 Severability. The provisions of this Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. In the event any provision of this Agreement is found to be partially or wholly invalid, illegal or unenforceable, such provision shall be modified or restricted to the extent and in the manner necessary to render it valid, legal, and enforceable. It is expressly understood and agreed between the Parties that such modification or restriction may be accomplished by mutual accord between the Parties or, alternatively, by disposition of an arbitrator or a court of law. If such provision cannot under any circumstances be so modified or restricted, it shall be excised from this Agreement without affecting the validity, legality or enforceability of any of the remaining provisions.

14.11 Expenses. Except as otherwise expressly provided herein, each of the Parties will bear his or her or its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby.

14.12 Incorporation of Exhibits and Schedules. The Exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

14.13 Sellers Representative.

(a) Each Seller hereby irrevocably designates and appoints Ilan Bunimovitz (the “Sellers Representative”) to represent and act for him for all purposes in his capacity as a Seller under this Agreement, subject only to the terms and conditions hereof and thereof. Sellers Representative hereby accepts such designation and appointment and agrees to represent and act for the Sellers under this Agreement in accordance with the terms and conditions set forth herein and therein.

(b) In discharging its duties and responsibilities hereunder Sellers Representative shall have all rights and powers necessary and incident to the proper discharge thereof, and any decision or act of the Sellers Representative shall be conclusive and absolutely binding upon each and all of the Sellers.

(c) The Sellers hereby authorize Sellers Representative, at its sole discretion, to employ attorneys, accountants and others to assist it in the performance of its duties and responsibilities under this Agreement.

(d) The Sellers hereby authorize the Sellers Representative to (i) interpret and construe the provisions of this Agreement and (ii) determine, resolve, settle or contest any request, action, suit, proceeding or arbitration that may arise under this Agreement in any manner the Sellers Representative deems appropriate under the circumstances, including claims for indemnification or otherwise made by Buyer. Any settlement by the Sellers Representative of a request, action, suit, proceeding or arbitration or any final order or judgment or award of a court or tribunal of competent jurisdiction resulting from an action, suit, proceeding or arbitration by Buyer against the Sellers Representative shall be binding upon and enforceable against each of the Sellers.

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(e) Upon the death, disability or resignation of the Sellers Representative, a successor Sellers Representative shall be appointed by the Sellers. If, for any reason, a successor Sellers Representative is not appointed within 15 days of the occurrence of the vacancy, the successor Sellers Representative shall be Andrew Sullivan. A successor Sellers Representative shall become such upon notice of appointment delivered to Buyer.

(f) Notwithstanding any provision of this Section 14.13 which defines or limits the authority of the Sellers Representative, the decisions, acts and instructions of the Sellers Representative or the contesting of any actions shall be final, binding and conclusive upon each of the Sellers; and the Buyer may rely upon any such decision, act or instruction of the Sellers Representative as being the decision, act or instruction of each and all of the Sellers without the necessity of investigating or determining whether or not such Sellers Representative has acted within the scope of the powers given to it under this Agreement. Notices or communications to or from the Sellers Representative shall constitute notice to or from each and all of the Sellers Representative.

(g) Sellers shall severally, and not jointly, indemnify the Sellers Representative and hold the Sellers Representative harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Sellers Representative and arising out of or in connection with the acceptance or administration of the Sellers Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel or other professional retained by the Sellers Representative. By virtue of their approval of this Agreement, Sellers hereby agree to pay (i) the reasonable fees of the Sellers Representative relating to his services performed in such capacity, and (ii) all reasonable costs and expenses, including those of any legal counsel or other professional retained by the Sellers Representative, in connection with the acceptance and administration of the Sellers Representative duties hereunder. The Sellers Representative shall have no duties or responsibilities except those expressly set forth herein and in the other agreements delivered pursuant to this Agreement to which the Sellers Representative is a party.