CONFIDENTIAL Grouper Acquisition Opportunity July 2006

page 2 Agenda Acquisition Highlights Grouper Overview Strategic and Financial Detail Executive Summary Appendix

page 3 Grouper Acquisition Highlights Moves SPE into growing area of ad-supported user generated content Differentiated technology Demonstrated traction with users in a core demographic Inexpensive relative to competitors’ acquisitions of social networking sites Complements current SPE efforts to market and distribute content online Compelling as a standalone business Potential to become a platform for additional digital video services, including international expansion (e.g., eyeVi)

page 4 Grouper Overview Service Summary Company is pre-revenue, received $5.1MM funding to date Ownership is divided 40% management, 45% institutions (1), 12% employee options, 3% friends and families Received a competitive acquisition bid of at least $50MM Multi-platform Video Network dedicated to watching, sharing, and creating user generated video Enables video portability to multiple devices (iPod, PSP) Attracts users from other sites through one-click posting (MySpace, Friendster, Everyone’s Connected, WordPress, Blogger) Widely distributes easy-to-use video editing tools (Proprietary client, Instant upload from webcams and mobile phones) Ad-filtering tools target ads based on content tags Leverages P2P software client; increases video quality; decreases delivery costs Differentiators Funding and Deal Status Demonstrated Traction #2 independent video community (Hitwise May report) Launched beta version of site and attracted 7MM global UU’s (3MM US) Reaches a young demographic that is 58% male Over 60,000 uploaded videos programmed across 18 channels (1) Investors include Accela LLC, Applegreen Capital, DAG Ventures, and T-Online Venture Fund

page 5 Executive Summary SPE is faced with tremendous opportunity through digital distribution –Consumer time and advertising revenues are shifting online, threatening core businesses –Competitors are migrating video distribution from broadcast to web, reaching a younger, more attractive demographic –Ad-supported online content is at the outset of its growth curve SPE digital distribution service efforts to-date have been loosely coordinated and would benefit from an acquisition to accelerate deployment –Numerous efforts currently in-process –Studio competitors are investing heavily –Window may be limited for a reasonably priced acquisition At $60-$70MM, a Grouper acquisition would accelerate entry into ad-supported content and could become a platform for other digital services across Sony –Grouper would provide experienced management, market-leading technology, content, and demonstrated traction with users –Potential price in-line with comps and at a discount to recent competitor acquisitions

CONFIDENTIAL STRATEGIC AND FINANCIAL DETAIL

page 7 Infrastructure is nearly in place –Roughly 50% broadband penetration of U.S. households –Compression technologies continue to improve –Content owners digitizing libraries Consumers are engaging with more content, in ways that are unique to a two-way, interactive medium –Over half of Internet users have visited a social networking site –U.S. video downloads exceeded 18 billion in 2005 IP-delivery is decreasing traditional distribution partners’ control and increasing the importance of two-way communications –Time spent watching cable and network TV forecast to remain flat while time spent with interactive media (online, games, mobile) will grow 10%-30% annually Traction is being demonstrated by multiple players, large and small, new and old –Leading online destinations extending brands to video –Traditional networks establishing online presence –Start-up video and social networking sites building large audiences Changing Distribution Landscape and User Behavior Create Opportunities for Sony Pictures

page 8 Changing Distribution Landscape and User Behavior Create Opportunities for Sony Pictures (continued) Advertising is becoming increasingly important in the online space –Online advertising grew 30% in 2005 (compared with 6% for traditional media) –Online advertising expected to reach 25% of the $115 BN domestic advertising market Unlimited shelf space in online channels is increasing the importance of niche content –Major studio content composes 95% of volume for brick-and-mortar retailers but only 80% for online retailers SPE is already creating digital video services to capitalize on these trends by leveraging opportunities to: –Broaden base of content to include user generated and short-form –Increase ownership of ad-supported content –Increase control of distribution and build direct, two-way relationships with consumers –Supplement $64MM (1) spent marketing films on third party websites (1) Estimated FY07 budget for online marketing in support of theatrical releases.

page 9 Evolving Infrastructure Represents an Opportunity to Build Direct Relationships with End-users and Increase Control of Distribution Broadcast Model Cable Model Digital Distribution – Licensing/Syndication Broadcast Network Broadcast TVLocal Affiliate ProductionCustomerDistributionAggregation SPE Cable Network Cable TVCable MSOSPE PortalPC or TV Broadband ISP SPE Customer-facing Service SPE-owned Service PC or TV Broadband ISP SPE

page 10 Expansion of Sony’s Digital Distribution Strategy Expansion of StrategySony Efforts to Date Nanofilms Chat Cinema Broadband Channels Sony Connect MovieLink Bundling films on digital media –Memory Sticks –Flash Memory –Computer Hard Drives Marketing new releases online, increasingly on social networks –$36MM in FY06 spend, $64MM in FY07 –MySpace character pages becoming common Early digital distribution efforts depended on home-grown technology and focused on sell-through and subscription services Current efforts expand SPE’s digital distribution efforts to address: –Social networks and increased interactivity –Short-form and user generated content –Ad-supported revenue models Current efforts increasingly leverage third-party technology –Behrendt show online syndication to be powered by Maven Screen Blast SoapCity iFilm (early investor) Current Previous

page 11 Social NetworkStoreChannelPromotional Source: Nielsen NetRatings. Figures as of 6/21/06. * Grouper unique user numbers as provided by company. Number of unique users represents US base of direct and embedded. Worldwide unique users total approximately 7 million. Provide interactivity between users Increasingly dependent on user-generated video Primarily advertising based revenues Aggregates video across content providers for purchase Uses a range of models including sell-thru, rental, and subscription On-demand videos in programmed micro-channels or on a show-by- show basis, Business model primarily includes advertising, with some upsell to subscription Predominantly short video clips that promote the site owner’s content, merchandise, and brand May include some advertising, and minimal commerce capabilities, but is promotional in nature Monthly Unique Users (mm) Social Networks are Growing Quickly and Attracting the Largest Audiences for Digital Video Content

page 12 Competitors Are Investing in Social Networks Acquired iFilm for $49MM Acquired Intermix / MySpace for $580MM Acquired IGN for $650MM and Scout for $170MM Acquired iVillage for $592MM Promoting new series on YouTube Acquired Lightningcast for online video ad insertion technology Licensing content through BitTorrent and Guba (social network) Social Networks Generate Value for Traditional Content Owners Social Networks Generate Value for Traditional Content Owners  Attracting large audiences and creating legitimate alternative distribution channels  Offering user-generated video and driving advertising revenue  Two-way medium with high degree of interactivity, customer engagement and feedback  Provide opportunities to create derivatives of existing properties  Harness users’ creativity to identify and develop new concepts  Attracting large audiences and creating legitimate alternative distribution channels  Offering user-generated video and driving advertising revenue  Two-way medium with high degree of interactivity, customer engagement and feedback  Provide opportunities to create derivatives of existing properties  Harness users’ creativity to identify and develop new concepts

page 13 SPE Should Acquire to Improve Time-to-market Acquisition BenefitsHistorical Challenges and Implications Development of differentiated technologies in-house can be difficult Early services demonstrated the difficulty of attracting large audiences to new brands Success requires a significant investment in marketing and infrastructure Accelerate time-to-market by providing: –Differentiated technology –Traction with customers –Management with domain expertise Decrease cost of entry vs. build alternative Gain access to new content

page 14 Acquisition Targets Must Meet the Following Criteria Proven track record and domain expertise Strong Management Service operation and design Tools / software development Consumer data usage Differentiated Technology Large and growing base of user-generated content Breadth of Complementary Content Sufficient traction with customers to validate interest and potential for growth Pay for skill not scale Demonstrated Customer Traction

page 15 SPE Target and Competitive Landscape Technology Capabilities LowHigh Low (< 3mm) High (> 3mm) Existing Service Penetration Google (97.2) Yahoo (105.5) AOL (72.0) YouTube (20.1) MySpace (51.4) Grouper* (3.0) Brightcove (0.2) Veoh (0.1) FOX.com (8.5) ABC.com (8.0) MLB.com (9.3) Facebook (7.7) Connect (1.2) iTunes (20.5) CBS.com (5.4) MTV Overdrive (4.4) (Monthly Unique Users in millions) Source: Nielsen NetRatings. Figures as of 6/21/06. Grouper unique user numbers as provided by company. Number of unique users represents US base of direct and embedded. Worldwide unique users total approximately 7 million. Blinkx (0.01) Metacafe (1.9) Friendster (0.8) AddictingClips (1.7) iFilm (3.2) Revver (0.1) Dailymotion (0.4) vidiLife (0.7) VideoEgg (NA) vimeo (0.4) MovieLink (0.6) CinemaNow (0.3) vSocial (0.5) Guba (0.9) Roo Media (0.6) MSN (96.1)

page 16 Grouper Stands-out Among Acquisition Candidates Viable acquisition candidates limited to at least 1MM unique users to demonstrate potential scalability of operations Target U.S. Unique Users (MM) Acquisition Considerations Prohibitive valuation (rumored to be seeking over $1BN) Technology weaker than Grouper Owned by Viacom 1.7 Lags Grouper in user adoption Less robust technology (no P2P) Potentially viable second choice to Grouper 1.9 Secured $15MM in funding July 1, 2006 Believed to be off the market 7.7 Prohibitive valuation (rumored to have rejected $750MM offer) 3.0 Performs well against acquisition criteria –Strong management –Differentiated technology –Demonstrated traction

page 17 Grouper Service Highlights Watch Home page with “video wall” of user generated content; 80% click-through Content can be discovered through: –Rotation in video wall –Search –Channels Ability to download content to multiple devices (iPod, PSP) Share Create Easy upload of user videos One click publishing to other sites Import address from MSN, Hotmail, and Yahoo to create groups P2P client enables download of original, high quality files Add video comments Real-time recording and upload from web cams and mobile phones Proprietary client with easy-to-use editing tools –Select video –Select photos and tracking / panning effects –Select music Differentiated from YouTube and Other Competitors Competes with YouTube

page 18 Grouper Management Team Josh Felser, CEO & Co-founder –President & Co-founder Spinner (Sold to AOL for $320M); GM AOL’s music brands; Business development at News Corp Dave Samuel, President & Co-founder –CEO and Co-founder Spinner; VP Technology AOL, MIT Aviv Eyal, CTO & Co-founder –CTO and Co-founder Friskit; Lead engineer Microsoft Multimedia Mike Sitrin, VP Revenue & Co-founder –Director Marketing and Commerce AOL, Director of Sales Spinner Jonathan Shambroom, VP Product –VP Product Jumpstart, Director Product: Evite (Sold to IAC), When.com (Sold to AOL), PF.Magic (Sold to Learning Co)

page 19 Grouper Reaches a Younger Demographic (% of Total Unique Users) Somewhat Younger than Users of High-Traffic Sites Significantly Younger than SonyPictures.com (1) Heavy users include those that generate and post video content to the Grouper site Roughly Comparable in Age to YouTube Users Grouper’s Heavy Users (1) Younger than MySpace < 1.0

page 20 Grouper Performance Against Competitors Ease of Use Community Connections Features Quality of Content P2P Client Technology Content Management Strength of Leadership Monthly Unique Users (mm) NA Strong, experienced team Unknown Weak team Strong (but captive to Viacom) Unknown Average Unknown Young, limited experience Source: Grouper Management and SPE assessment

page 21 Tim Schaff Summary Comments on Grouper More versatile technology and more expansive vision than YouTube Very sharp management team Sufficient user base to demonstrate operational scalability More comprehensive suite of technical capabilities –Though not patented, Sony would have opportunity to rectify Potential for international expansion Jump-starts Sony’s development efforts vs. internal hiring SPE managed service an opportunity to focus by decoupling from hardware business priorities Will be important to integrate management with SPE’s overall vision and operations month build path will require follow-through commitment from SPE and Sony

page 22 Cross-Sony Opportunities for Grouper Personal Solutions Business Group is considering Grouper as a strategic partner for its eyeVi content service in Japan Platform could expand Connect’s service capabilities, by adding user-generated content and distributing across all device types Grouper technology built to support ad-based and transactional business models; can expand to become a broadband channel Management team has domain expertise required for user generated video and ad-based models Brand has demonstrated traction and strong growth potential Grouper has positioned itself to meet the high demand for online video advertising (supports ad insertion in both streamed and downloaded content) SPE ad sales team could sell ad space Cornerstone for Digital Strategy SPE Ad Sales Opportunities Complementary to Other Sony Services

page 23 Risks and Mitigation MitigationRisks Customer retention / increased competitionDifferentiated technology provides a better user experience than competitors Leverage strategic partners for growth (less dependent on “fads” in user taste) Lack of interest in commercial content by user base Studio content is generally more likely to increase interest in user generated sites (1) –33% more interested –52% neither more or less interested –15% less interested Integration challengesStructure incentives for acquired management Allow new management to retain decision-making authority Lack of interest by advertisersGrouper’s first deal is in place with MTV AOL and Google report sold-out ad inventory (1) Source: Survey commissioned by SPE and conducted by J. Rost Associates LLC, July 13, 2006

page 24 Comparable Company Analysis Supports a $80-$110MM Valuation

page 25 Revenue Type Grouper Financials -- Revenue Drivers In-Stream Base of Users Drivers of Inventory% SoldRevenue (in $mm) Unique users for Grouper.com + Embedded unique user Total unique users Banner and Ad-words Sponsored Search Streams per unique X Total uniques = Total streams Page views per unique X Total uniques = Page views % of page views searching X Page views = Searches % of inventory sold (1)(2) X Total Streams = Streaming ads sold Ads sold per page (2) view X Page views = Ads sold % of inventory sold (2) X Searches = Ads sold CPM X Ads sold = Revenue CPM X Ads sold = Revenue CPM X Ads sold = Revenue 1.% of inventory sold for in-stream ads assumes pre-roll ads are placed with only ¼ to 1/3 of videos 2.% of inventory sold assumed to be highest in United States initially, Rest of World increases over time

page 26 Grouper Financials – Management Projections Financial Summary Overview  Provided by Montgomery & Co.  Reflects 2006 YTD and subsequent growth of business  Provided by Montgomery & Co.  Reflects 2006 YTD and subsequent growth of business

page 27 Grouper Financials – Sensitivity Analysis SPE Projections – Upside SPE Projections – Downside SPE Projections – Base Case  Increased unique users to 125% of management forecast  Assumes higher CPMs  Adjustments to payroll, marketing and infrastructure technology  Increased unique users to 125% of management forecast  Assumes higher CPMs  Adjustments to payroll, marketing and infrastructure technology  Maintain management projections for unique user base  Assumes average CPMs  Adjustments to payroll, marketing and infrastructure technology  Maintain management projections for unique user base  Assumes average CPMs  Adjustments to payroll, marketing and infrastructure technology  Decreased unique users to roughly equal 80% of management forecast  Assumes lower CPMs  Adjustments to payroll, marketing and infrastructure technology  Decreased unique users to roughly equal 80% of management forecast  Assumes lower CPMs  Adjustments to payroll, marketing and infrastructure technology *4 year discounted after-tax cash flow analysis ( ) performed with a discount rate of 12.5% and terminal EBIT multiple of 5.0x.

page 28 ? Contract and Documentation Non-binding indication of interest to Grouper Exclusive negotiation period 1 st draft agreement to Grouper Negotiate / revise agreement 2 nd draft agreement to Grouper Negotiate / revise agreement Close Contract and Documentation Non-binding indication of interest to Grouper Exclusive negotiation period 1 st draft agreement to Grouper Negotiate / revise agreement 2 nd draft agreement to Grouper Negotiate / revise agreement Close SPE Due Diligence Additional SPE management meetings Follow-on legal and technical due diligence SPE complete adjusted business model SPE Due Diligence Additional SPE management meetings Follow-on legal and technical due diligence SPE complete adjusted business model Preliminary Grouper Acquisition Process Timeline Activities/Worksteps Timeline Internal Approval Michael Lynton site visit Review with Michael Lynton for approval Howard Stringer site visit? (discuss w/ Rob) SCA receives document SCA preliminary call with SPE Review with SCA for approval Sony Corp (Tokyo) receives document Sony Corp preliminary call w/ SPE Review with Sony Corp for final approval Internal Approval Michael Lynton site visit Review with Michael Lynton for approval Howard Stringer site visit? (discuss w/ Rob) SCA receives document SCA preliminary call with SPE Review with SCA for approval Sony Corp (Tokyo) receives document Sony Corp preliminary call w/ SPE Review with Sony Corp for final approval 7/10 7/11 7/12 7/13 7/14 7/17 7/18 7/19 7/20 7/21 7/24 7/25 7/26 7/27 7/28 7/31 8/1 8/2 8/3 8/4 Target 3 week period ? Dependency ? ?

CONFIDENTIAL APPENDIX

page 30 Grouper Traffic Statistics

page 31 Grouper Source of User Traffic Note: Source of traffic reflects only Grouper.com traffic and excludes embedded uniques. When looking at total Grouper traffic Yahoo! sources 34% and 7% the weeks of 4/9 and 6/11, respectively. There was a dip in Grouper.com traffic from May (7.0MM global uniques) to June (6.4MM global uniques), primarily as a result of Yahoo! search engine algorithm change In June, Grouper replaced traffic lost from Yahoo! The change by Yahoo!, though negative in the short term, is not expected to have an effect The entire service is being migrated to a new set of servers (to be complete by mid-July)

page 32 Grouper Features As Compared to Competitors

page 33 Grouper Features As Compared to Competitors

page 34 Grouper Actual Monthly Performance Year-to-Date (1) (1) May to June unique user decrease due to change in Yahoo! search engine algorithm.