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PRVT » Topics » RETRACTION REQUEST

This excerpt taken from the PRVT 8-K filed Nov 3, 2009.

RETRACTION REQUEST

 

TO:

   

Entruphema Inc. (the “Corporation”)

TO:

   

2222026 Ontario Inc. (“Callco”)

AND TO:

   

Private Media Group, Inc. (“PMG”)

This notice is given pursuant to Article 6 of the provisions (the “Exchangeable Share Provisions”) attaching to the Exchangeable Shares of Corporation represented by this certificate and all capitalized words and expressions used in this notice which are defined in the Exchangeable Share Provisions have the meaning attributed to such words and expressions in such Exchangeable Share Provisions.

The undersigned hereby notifies Corporation that, subject to the Retraction Call Right referred to below, the undersigned irrevocably desires to have Corporation redeem all and not less than all of the shares represented by this certificate or certificates, in accordance with Article 6 of the Exchangeable Share Provisions.

The undersigned hereby notifies Corporation that the Retraction Date shall be                     .

 

NOTE:

    The Retraction Date must be a Business Day and must not be less than 10 (ten) Business Days nor more than thirty (30) Business Days after the date upon which this notice is received by Corporation. In the event that no such Business Day is correctly specified above, the Retraction Date shall be deemed to be the thirtieth (30th) Business Day after the date on which this notice is received by Corporation.

The undersigned acknowledges the overriding Retraction Call Right of Callco to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be an irrevocable offer by the undersigned to sell the Retracted Shares to Callco in accordance with the Retraction Call Right on the Retraction Date for the price and on the other terms and conditions set out in the Exchange and Support Agreement and in these Exchangeable Share Provisions. If Callco determines not to exercise the Retraction Call Right, Corporation will notify the undersigned of such fact as soon as possible.

The undersigned acknowledges that if, as a result of liquidity or solvency provisions of applicable law, Corporation is unable to redeem all Retracted Shares, the undersigned will be deemed to have exercised the Insolvency Exchange Right (as defined in the Exchange and Support Agreement) so as to require Callco to purchase the unredeemed Retracted Shares.

The undersigned represents and warrants to Corporation and Callco that the undersigned:

 

¨ is

 

¨ is not

a non-resident of Canada for purposes of the Income Tax Act (Canada). The undersigned acknowledges that in the absence of an indication that the undersigned is not a non-resident of

Canada, withholding on account of Canadian tax may be made from amounts payable to the undersigned from net proceeds of sale or PMG Common Stock deliverable on the redemption or purchase of the Retracted Shares.

The undersigned hereby represents and warrants to Corporation and Callco that the undersigned has good title to, and owns, the share(s) represented by this certificate to be acquired by Corporation or Callco, as the case may be, free and clear of all liens, hypothecs, pledges, claims, encumbrances, security interests and adverse claims or interests except pursuant to the Exchange and Support Agreement or the Exchangeable Share Provisions.

 

 

 

   

 

   

 

   
  (Date)    (Signature of Shareholder)    (Guarantee of Signature)   

 

¨

    Please check box if the securities and any cheque(s) resulting from the retraction of the Retracted Shares are to be held for pick-up by the shareholder at the principal executive offices of Corporation or at such other reasonable place as may be specified by the Board of Directors by notice to the holders of Exchangeable Shares, failing which the securities and any cheque(s) or other non-cash assets will be delivered to the shareholder in accordance with the Exchangeable Share Provisions.

NOTE:

    This panel must be completed and this certificate, together with such additional documents as Corporation may require, must be deposited with Corporation at its principal executive offices or at such other reasonable place as may be specified by the Board of Directors by notice to the holders of Exchangeable Shares. The securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares will be issued and registered in, and made payable to, or transferred into, respectively, the name of the shareholder as it appears on the register of Corporation and the securities, cheque(s) resulting from such retraction or purchase will be delivered to the shareholder in accordance with the Exchangeable Share Provisions.

 

21

 

Date

Name of person in whose name securities or

cheque(s) are to be registered, issued or delivered

(PLEASE PRINT)

 

Street Address or P.O. Box

 

City, Province and Postal Code

 

Signature of Shareholder

 

Signature guaranteed by

 

22

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