Private Media Group (PRVT)

2. THE TRANSACTION; CLOSING

2.1 The Transaction. At the Effective Time of the GreenCine Merger (as defined in Section 2.2), subject to the terms and conditions of this Agreement and Delaware General Corporation Law (the “DGCL”), (a) Merger Sub I shall be merged with and into GreenCine in accordance with the DGCL, the separate existence of Merger Sub I shall cease, and GreenCine shall continue its existence as the surviving corporation (“Surviving Corporation I”). At the Effective Time of the ThinkForward Merger (as defined in Section 2.2), subject to the terms and conditions of this Agreement and the California General Corporation Law (the “CGCL”), Merger Sub II shall be merged with and into ThinkForward in accordance with the CGCL, the separate existence of Merger Sub II shall cease, and ThinkForward shall continue its existence as the surviving corporation (“Surviving Corporation II”). Private, in its capacity as the sole shareholder of Merger Sub I and Merger Sub II, hereby approves the GreenCine Merger and the ThinkForward Merger. Each of the GreenCine Sellers, in their capacity of the owners of 100% of the outstanding capital stock of GreenCine, hereby approve the GreenCine Merger. The ThinkForward Seller, in his capacity as the owner of all of the outstanding capital stock of ThinkForward, hereby approves the ThinkForward Merger.