SPE / Marvel Relationship Sony derives significant cash flow and promotional benefits from Spider-Man merchandising Marvel controls the majority of merchandising and sales activities Marvel leads all functions for Classic merchandise Marvel leads sales activities to licensees for Film merchandise Value of SPE’s interest depends on the risk that Marvel (and now Disney) deemphasize the property and the potential that Disney/Marvel drive growth Disney/Marvel has the ability to emphasize their characters at the expense of Spider-Man without acquiring additional controls, but appears unlikely to do so To-date, Marvel has used their control to drive the majority of their profits and build Spider-Man into a consistent top 5 brand, top 3 amongst boys Disney has strong financial incentives to support Spider-Man and this incentive increases if they buy-out SPE’s interest Disney/Marvel could emphasize Classic merchandise over Film merchandise SPE’s current protections (“Black-out” window and control of retail promotion) still depends on Disney/Marvel to sign-up Film merchandise licensees These protections have historically been a source of friction and may drive a deal premium if lifted Conversely, the strategic and financial importance of Spider-Man to Disney, imply they have greater incentives to drive growth than to deemphasize the brand

Impact of Ceding Protections Easing the “black-out” window and shifting control of retail promotions for Film merchandise creates risk that Disney/Marvel emphasize “Classic” over “Film” However, Disney has incentives to continue to drive sales of “Film” merchandise Retailers will seek film-related merchandise to meet customer demand and draft of film marketing To the extent there is an increased emphasis on Classic, there may be limited impact on upcoming Spider-Man films On a practical basis, the black-out provision has been loosely enforced to-date without notable negative impact to films Black-out could be eased rather than lifted, ensuring some minimum percentage of square feet dedicated to Film Spider-Man will still have a significant retail presence, including promotional value provided by Classic merchandise