Private Media Group (PRVT)

12. TERMINATION; EFFECT OF CLOSING

12.1 Termination. The Parties may terminate this Agreement prior to Closing as provided below:

(a) By Mutual Agreement. The Parties may terminate this Agreement at any time prior to Closing by mutual written agreement.

(b) By Buyer. Buyer may (but shall not be obligated to) terminate this Agreement at any time prior to Closing, upon written notice to Sellers, if (i) Sellers or the Company has breached any representation, warranty or covenant contained in this Agreement; or (ii) the Closing shall not have occurred on or before November 30, 2009, by reason of the failure of any condition to a Party’s obligation to close, unless such failure results from Buyer’s breach of any of its representations, warranties or covenants contained herein.

(c) By Sellers. Sellers may (but shall not be obligated to) terminate this Agreement at any time prior to Closing, upon written notice by the Company to Buyer, if (i) Buyer has breached any representation, warranty or covenant contained in this Agreement; or (ii) the Closing shall not have occurred on or before November 30, 2009, by reason of the failure of any condition to a Party’s obligation to close, unless such failure results from Sellers’ or the Company’s breach of any of their representations, warranties or covenants contained herein.

(d) By Either Buyer or Seller. Either Buyer or Seller may terminate this Agreement prior to Closing, upon written notice to the other Party, if the Settlement Price is less than $0.60 (as adjusted for stock dividends, stock splits, combinations of shares, reorganizations, recapitalizations, reclassifications or other similar events with respect to the Private Shares) and the Parties have not mutually agreed in writing upon an adjustment to the Amalgamation Consideration pursuant to Section 2.4(a)(ii)(B).

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12.2 Effect of Termination. Termination pursuant to Sections 12.1(a) or 12.1(d) shall terminate all obligations of the Parties under this Agreement, except for the obligations contained in Section 13.1, Section 13.8, and Section 13.11. Termination by Buyer pursuant to Section 12.1(b) shall terminate Buyer’s obligations to Sellers and the Company under this Agreement, but the Parties shall remain subject to the provisions of Section 13.1, Section 13.8, and Section 13.11. Termination by Sellers pursuant to Section 12.1(c) shall terminate Seller’s and the Company’s obligations to Buyer under this Agreement, but the Parties shall remain subject to the provisions of Section 13.1, Section 13.8, and Section 13.11. Termination of this Agreement pursuant to this Section 12.1 shall not terminate the obligations of the Parties pursuant to the Confidentiality Agreement or release a Party from liability for any breach of this Agreement.

12.3 Effect of Closing. No breach by any Seller or the Company of any representation, warranty or covenant or the failure of any condition reasonably controllable by Sellers or the Company shall be deemed excused by reason of Buyer proceeding to Closing, and Sellers shall be entitled to all remedies contemplated by this Agreement notwithstanding any prior due diligence, investigation or knowledge. Buyer’s closing shall not be deemed a waiver of any covenant, condition, representation, or warranty contained herein.

13. TERMINATION; EFFECT OF CLOSING

13.1 Termination. The Parties may terminate this Agreement prior to Closing as provided below:

(a) By Mutual Agreement. The Parties may terminate this Agreement at any time prior to Closing by mutual written agreement.

(b) By Buyer. Buyer may (but shall not be obligated to) terminate this Agreement at any time prior to Closing, upon written notice to Sellers, if (i) Sellers or any Subsidiary has breached any representation, warranty or covenant contained in this Agreement; or (ii) the Closing shall not have occurred on or before January 21, 2009, by reason of the failure of any condition to a Party’s obligation to close, unless such failure results from Buyer’s breach of any of its representations, warranties or covenants contained herein.

(c) By Sellers. Sellers may (but shall not be obligated to) terminate this Agreement at any time prior to Closing, upon written notice by Mama’s to Buyer, if (i) Buyer has breached any representation, warranty or covenant contained in this Agreement; or (ii) the Closing shall not have occurred on or before January 21, 2009, by reason of the failure of any condition to a Party’s obligation to close, unless such failure results from Sellers’ or the Subsidiaries breach of any of their representations, warranties or covenants contained herein.

(d) Effect of Termination. Termination pursuant to paragraph (a) shall terminate all obligations of the Parties under this Agreement, except for the obligations contained in Article 11, Section 14.1, Section 14.8, and Section 14.11. Termination by Buyer pursuant to paragraph (b) shall terminate Buyer’s obligations to Sellers and the Subsidiaries under this Agreement, but the Parties shall remain subject to the provisions of Article 11, Section 14.1, Section 14.8, and Section 14.11. Termination by Sellers pursuant to paragraph (c) shall terminate Seller’s and the Subsidiaries obligations to Buyer under this Agreement, but the Parties shall remain subject to the provisions of Article 11, Section 14.1, Section 14.8, and Section 14.11. Termination of this Agreement pursuant to this Section 13.1 shall not terminate the obligations of the Parties pursuant to the Confidentiality Agreement or release a Party from liability for any breach of this Agreement.

13.2 Effect of Closing. No breach of any Seller or Subsidiary of any representation, warranty or covenant or the failure of any condition reasonably controllable by Sellers or a Subsidiary shall be deemed excused by reason of Buyer proceeding to Closing, and Sellers shall be entitled to all remedies contemplated by this Agreement notwithstanding any prior due diligence, investigation or Knowledge. Buyer’s Closing shall not be deemed a waiver of any covenant, condition, representation, or warranty contained herein.

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