Private Media Group (PRVT)

4.4 Share Purchase Consideration/Amalgamation Consideration Shares.

(a) The Sub Preference Shares to be issued to Sellers as the Share Purchase Consideration pursuant to this Agreement are duly authorized and, when issued, shall be validly issued, fully paid and non-assessable. Sub has sufficient authorized but unissued Sub Preference Shares to issue the Sub Preference Shares constituting the Share Purchase Consideration.

(b) The Amalgamation Consideration Shares to be issued to Sellers by Amalco are duly authorized and, when issued, shall be validly issued, fully paid and non-assessable. Amalco will have sufficient authorized but unissued Amalco Preference Shares to issue the Amalgamation Consideration Shares.

(c) The Private Shares to be issued to Sellers by Buyer upon exchange of the Amalgamation Consideration Shares have been duly approved by all necessary corporate action of Private and upon such issuance, the Private Shares will be validly issued, fully paid and non-assessable.

(d) Buyer:

(i) has sufficient authorized but unissued Private Shares to issue the Private Shares issuable upon exchange of the Amalgamation Consideration Shares;

(ii) will, following the Release Dates, have sufficient authorized but unissued Private Shares to issue the shares (if any) issuable upon exchange of the Initial Deferred Shares or any portion thereof; and

(iii) will, following each of the Earnout Periods, have sufficient authorized but unissued Private Shares to issue the Earnout Shares (if any) to be issued to Sellers during each Earnout Period.

(e) The form and terms of the certificates representing the Amalgamation Consideration Shares will be approved and adopted by the directors of Amalco, and will conform with all Legal Requirements relating thereto. The form and terms of the certificates representing the Private Shares has been approved and adopted by the directors of Private and conforms with all Legal Requirements relating thereto.

(f) Subject in part to the truth and accuracy of each Seller’s representations set forth in Section 5.5 of this Agreement, the offer, sale and issuance to Sellers:

(i) by Sub of the Sub Preference Shares to Sellers;

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(ii) by Amalco of the Amalgamation Consideration Shares; and

(iii) by Private of the Private Shares upon exchange of the Amalgamation Consideration Shares,

in each case as contemplated by this Agreement, will be made in compliance with all Legal Requirements relating thereto and are exempt from the registration requirements of the Securities Act, and from the prospectus and registration requirements of the securities laws of the Province of Ontario.

4.5 Investment Intent. Buyer is acquiring the Company Shares for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act) of such Company Shares. Buyer has sufficient knowledge and experience in financial and business matters and investing in companies similar to the Company so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof. Buyer has performed its own due diligence and is not relying on any representation or warranty other than as made in this Agreement.

4.6 SEC Documents; Parent Financial Statements. A true and complete copy of each annual, quarterly and other report, proxy statement and registration statement filed by Buyer with the Securities and Exchange Commission (the “SEC”) since January 1, 2008 (the “SEC Documents”) is available on the website maintained by the SEC at www.sec.gov. Since January 1, 2008, Buyer has in all material respects filed with the SEC all reports and proxy statements required to be filed by it pursuant to the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder. As of their respective filing dates, (and if amended or superseded by a filing prior to the date of this Agreement, the date of such filing) the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent superseded by a subsequently filed SEC Document filed prior to the date of this Agreement. The consolidated financial statements of Buyer included in the SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted under Form 10-Q under the Exchange Act) and fairly presented the consolidated financial position of the Buyer and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of the Buyer’s operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, normal and recurring year end audit adjustments). Buyer does not intend to correct or restate any aspect of, nor is there any basis for any correction or restatement of in any material respect the consolidated financial statements of Buyer included in the SEC Documents.

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4.7 Litigation. Other than as disclosed in the SEC Documents, there is no action pending or, to the Knowledge of Buyer, threatened against Buyer or any of its subsidiaries, or, to the Knowledge of Buyer, any investigation by any governmental entity or other third party, against Buyer or any of its subsidiaries, in each case, other than those that are not reasonably expected to have a Material Adverse Effect on Buyer.