CONFIDENTIAL Digital Services and Distribution Acquisition Strategy DRAFT

page 1 Executive Summary Grouper provides a solid foundation for SPE’s digital services –Differentiated technology and robust infrastructure –Experienced management team –Initial traction with customers through a small base of UGV content Time and resources are required to build on this foundation –Increase in content through internal development and licensing –Expand audience and strengthen brand by marketing and distributing the service Market consolidation requires SPE to accelerate execution of its digital services strategy –Consolidation is raising the threshold for minimum audience size –Leading players are securing content and building brands for high-value audience segments –Online video syndicators are building networks of loyal advertisers and distribution partners Targeted acquisitions are needed to expand on SPE’s current digital assets and respond to continued market evolution –Break and Heavy are leading brands with large audiences in attractive demographics –Roo is a leading online syndicator with large audience and strong advertising relationships

page 2 Capitalizing on Grouper Requires Integration and Ongoing Investment in Development and Partnerships Content Audience Functionality Small base of UGVOriginal digital content Licensed content Prosumer content Film and Television GrouperSPE1 st Year Development Demonstrated traction with targeted audience Leverage SPE marketing and promotions Build distribution network N/A Strong and differentiated (P2P, one-click publish) Enhance feature set Improve embedded player N/A

page 3 Market Consolidation Has Accelerated, Dictating a New Set of Minimum Success Requirements Acquisitions of UGV sites by Google and major studios increases the minimum base of content and users required to attract audience Leaders in high-value demographics are emerging and establishing recognized brands Third-party distribution / syndication is proving viable and critical to overall ad inventory Advertisers are transitioning online and choosing preferred partners

page 4 Targeted Acquisitions Will Address Market Focused acquisitions would allow SPE to accelerate execution of our digital services strategy –Services whose content reaches a large, well-defined, high value audience –Services that expand their audience through broad distribution / syndication –Companies that are successfully monetizing their audience Acquisitions must be complementary to SPE/Grouper’s current offering and go-forward roadmap –Offer content that fits with “G Studios” original content vision and third party content partners –Provide an additional venue to showcase Grouper “prosumer” content –Leverage Grouper for advanced functionality, including P2P distribution

page 5 Content Audience Functionality SPE Acquisition Strategy Must Address Increased Competition for Content and Audience Market Inception Develop or License Acquisition Focus Wide range of sites, little content focus Multiple sites growing in lock-step, no critical mass Limited functionality Media companies pair studio content with UGV sites (Viacom/Atom; NewsCorp/MySpace) Sites with large base of owned content capture high value demographics (Break, Heavy) Functionality is increasing but is not the primary draw Acquisitions raise the bar for minimum audience size (Google/YouTube) Market Consolidation

page 6 Content Pureplay Audience Pureplay Content With Audience Acquisition Priorities Description Valuations Speed Priority Moderate Targeted / niche content with small audience Moderate Content with large audience in high-value demographics Fast Gain traction quickly Slow Requires multiple acquisitions HighMediumLow Expensive Sites with audience but no differentiated content Slow Requires content and deals to supplement

page 7 Functionality + Audience PhotoBucket (12.0) Six Apart (10.4) Image Shack (9.3) Xanga (5.5) Reunion (4.7) MetaCafe (3.1) Digg (2.1) Putfile (1.4) Friendster (1.0) Content + Audience Roo Media (5.8) BrightCove (N/A) Break.com (3.3) eBaum’s World (3.0) Bolt.com (2.9) Heavy.com (2.7) May be Prohibitive Content College Humor (0.9) JibJab (0.6) Broadband Sports (0.1) RocketBoom(0.04) Revision3 (0.02) Channel 101 (0.02) Content + Functionality Pure Video (0.9) Castpost (0.2) Now Public (0.09) Bix (0.08) Blip.tv (0.06) Dave.tv (N/A) Functionality Meetup (0.7) Piczo (0.5) Text America (0.5) Imeem (0.2) VideoEgg (0.2) eyeSpot (0.2) MotionBox (0.2) Famster (N/A) Competitive Landscape and Acquisition Candidates Tier 1 Candidates Tier 2 Candidates Audience Putfile (1.4) DailyMotion (0.8) vMix (0.8) vidiLife (0.8) ManiaTV (0.6) Revver (0.5) Vimeo (0.5)

page 8 Heavily male audience, mostly age Owns a large base of compelling content Strong advertiser relationships 3.3MM$75MM-$125MM Based on early guidance from Montgomery Large, syndicated audience Relationships with content providers, advertisers, and web site partners 5.8MM$50MM - $100MM Public but thinly traded, will want a premium Audience skews toward males age Owns all content including mix of video, animation, and games 2.7MM$150 - $200MM Description Valuation Range Users (1) Company Leading Acquisition Candidates (1)Monthly Unique Users per Nielsen Net Ratings except for Roo (2)Roo audience estimate is of unique streamers per ComScore Tier 1 May be Prohibitive Hosts photos and videos, enables linking to sites like MySpace and Blogger 12.0MM$250-$450MM Based on rough guidance from Jeffries Content aggregation and distribution (competes with Roo) Strong content/advertiser relationships N/A$230 - $255 Guidance is for venture round, acquisition price may be higher Viable acquisition candidates combine content, attractive audience, and at valuations below $150MM Priority Potential Cross-Sony Opportunity

page 9 Next Steps DSD lead discussions with Tier 1 acquisition candidates –Break.com: Currently in discussions as part of formal sale process –Heavy: Scheduling first meeting –Roo: Scheduling first meeting Corporate Development explore opportunities to collaborate with other Sony businesses on larger scale deals –PhotoBucket –BrightCove Provide regular status updates to Michael Lynton

CONFIDENTIAL APPENDIX

page 11 Market Leaders Consolidating to Expand Brand and Capture Audience Deeper Offerings Inception Tipping Point Consolidation Multiple market entrants grow at similar rates Market Dynamic Minimum Requirements to Compete Areas of Differentiation Examples (2004 – 2005)(Early 2006)(Late ’06 / Early ‘07)(Late ’07 / Early ‘08) Content and features on-par with competitors Limited differentiation Dozens of pure-play UGV sites struggle to reach a million unique users Leaders break-out from the pack Single compelling characteristic Unique piece of content Ease-of-use YouTube explodes with “Lazy Sundays” MySpace users flock to improved community features Leaders invest to expand audience and address priority content segments Large audience Large content base Relationships with advertisers Content that appeals to high-value customer segments Site syndication Google/YouTube Yahoo/JumpCut/Bix Viacom/Atom NewsCorp/MySpace Leaders add niche content and features for heavy users Supplement broad offering with depth in specific verticals Growing audience for niche offerings –Askaninja –Loneleygirl Large audience Brand known for an area of expertise

page 12 Break.com Content Offering Online entertainment network and community powered by traditional user-generated content Content base skews heavily toward year old male- oriented humor, sports and racy categories Majority of the content is original and created by users specifically for Break.com (Break owns much of its content. Takes an exclusive license to uploaded content it doesn’t own) Pays $250/ video for videos it wants to feature, incentivizing users to create high-quality videos (est. to spend ~$250K/ month buying user videos) Partnerships Strategic Profile Established in 1998 as Big-Boys.com, a video-sharing site Purchased in May 2004 by Keith Richman, co-founder of Billpoint, and changed name to Break.com 100% owned by Richman and a few business partners – has never taken any venture financing Generate revenue through custom advertising deals, PPC content plugs, banners and text links Based in Beverly Hills, CA with 33 employees Leverages AdBrite to sell its banner and text ads Established partnerhsip with Amp’d Mobile in Nov to distribute videos through mobile, charging $2.99/ month for unlimited access User Metrics Web page views (MM) Time/ person (min.) Internal Break.com sources estimate uniques of approx 14.7MM. Unique Users (MM) Note: estimated to generate ~100MM streams/ month Source: Nielsen//NetRating used for page view, time data, AdBrite; BambiBlogs.com; Break.com; Multichannel News; Amp’d Mobile; PureVideo; ComScore Video Matrix

page 13 Break.com Advertising: Banner ads – no pre-rolls or text Content User-generated Share it with friends (via ) Embed & blog it Interactivity: Promote to home page Rate It Recommend Comment

page 14 ROO Group, Inc. (NASDAQ: RGRP) Technology and Service Overview Core Services provided include: ROO Video Solutions - Customized video solutions for specific customers or industry segments; platform has been designed to be flexible in accommodating various opportunities for activating video for broadcast over the Internet and accommodating emerging technologies such as wireless devices (i.e., mobile phones and PDAs) and set top boxes ROO Syndication of Licensed Video Content - Provide a turnkey solution for customers located throughout the world to activate licensed topical video content on their web sites; Current customers for this service include Verizon in the United States, Bulldog Broadband in the United Kingdom and News Interactive a subsidiary of News Corp ROO’s Online Advertising Network - Through syndication clients, ROO has developed a network of web sites across which the company can sell advertising inventory The advertising includes traditional banner ads and television-style 15 second and 30 second commercials, which can be programmed to play before and after topical video clips that are most likely to be viewed by the advertisers' chosen demographic Syndication clients can receive a percentage of the advertising revenue generated on their websites Recent advertisers utilizing in-stream advertising have included Microsoft, Apple, Honda, Hyundai, Target, Proctor & Gamble and Pfizer

page 15 ROO Group Business Overview Content PartnersSites Advertisers Entertainment News Lifestyle and Family Partners Owned and Managed Ingestion EngineAd Network and InsertionProgram ChannelsVideo Player Licensing fees, payment-per-stream and ad revenue share

page 16 ROO Group Video Stream Comparison Roo Group Inc.5,

page 17 Heavy.com Content Offering Broadband entertainment network focused on providing high- quality content Content base skews toward year old male-oriented humor and racy categories Takes full and exclusive ownership of a range of content (mix of video, animation, and games) created by Heavy and/or its partners, e.g., NBC delivered through distinct channels Generates revenue through banner ads, pre-rolls, and branded production, e.g., Burger King videos Partnerships Strategic Profile Established in 1999 as a P2P digital content sharing site by Simon Asaad & David Carson Polaris venture capital holds a 25% stake in Heavy; Polaris lead a $10MM round in January 2006 Expected to generate ~$20MM adv. revenues in 2006, a 300% increase over 2005 (recently valued at ~$200MM – source: paidContent.org) Ad sales and marketing conducted internally Based in New York, NY with 20 employees Recently announced partnership with TiVo to provide content for TiVo’s VoD service Established partnership with Verizon Wireless in April 2006 and created a channel on V-Cast subscription mobile offering Parnter with Sony PSP, video iPod, and Virgin Mobile to distribute non-wireless mobile content User Metrics Web page views (MM) Time/ person (min.) Unique Users (MM) Note: estimated to generate 80-90MM streams/ month Source: Nielsen//NetRating used for page view, time data, Heavy.com; Multichannel News; PureVideo; ComScore Video Matrix; paidContent.org; FT.com; VCMike’s Blog

page 18 Heavy.com Advertising: Banner ads Pre-rolls Content sharing: Heavy/ partner produced channels Share it with friends (via ) Blog it Interactivity: Rate It Comment