Private Media Group (PRVT)

Section 5.2 Liquidation Amount

On or promptly after the Liquidation Date, and subject to the exercise by Callco of the Liquidation Call Right, Corporation shall deliver or shall cause to be delivered to the holders of the Exchangeable Shares the Exchangeable Share Consideration representing the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificate or certificates representing such Exchangeable Shares, together with such other Additional

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Transfer Documents as Corporation may reasonably require, at the Designated Place. The Exchangeable Share Consideration representing the total Liquidation Amount for such Exchangeable Shares shall be delivered to each holder, at the Holder Address or by holding same for pick-up by the holder at the Designated Place.

On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate share of the Exchangeable Share Consideration representing the total Liquidation Amount, unless payment of the Exchangeable Share Consideration representing the total Liquidation Amount for such Exchangeable Shares shall not have been made upon presentation and surrender of the certificate or certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the Exchangeable Share Consideration representing the total Liquidation Amount has been paid in the manner hereinbefore provided.

Corporation shall have the right, at any time after the Liquidation Date, to deposit or cause to be deposited the Exchangeable Share Consideration representing the total Liquidation Amount in respect of the Exchangeable Shares represented by the certificate or certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account or for safekeeping, in the case of non-cash items, with any chartered bank or trust company in Canada. Upon such deposit being made, the rights of the holders of Exchangeable Shares shall be limited to receiving their proportionate share of the Exchangeable Share Consideration representing the total Liquidation Amount so deposited for such Exchangeable Shares, against presentation and surrender of the certificate or certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of such Exchangeable Share Consideration and the entry of the names of the holders of the Exchangeable Shares in the stock records of PMG in respect of the PMG Common Stock, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be the holders of the PMG Common Stock delivered to them or the custodian on their behalf.

After Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Exchangeable Share Consideration representing the Liquidation Amount per Exchangeable Share, such holders shall not be entitled to share in any further distribution of the assets of Corporation.