1. CONFIDENTIAL DRAFT Digital Services and Distribution Acquisition Strategy

2. page 1 Executive Summary Grouper’s initial focus positioned it for growth during the early development of the UGV market –Strong, seasoned management team –Small but compelling base of content with a core focus on user-generated videos –Easy-to-navigate interface and technology for sharing content Competitors are broadening their offerings through acquisitions and new product introductions, raising the minimum requirements success –Google acquires YouTube –MySpace launches MySpace Videos –Yahoo acquires JumpCut and partners with CurrentTV Sony must acquire to ensure we continue to meet minimum threshold for audience size and breadth of content/functionality –Near-term focus on increasing audience through syndication plays and acquiring broadly appealing content and functionality –Once minimum thresholds are met, seek opportunities to build a deeper offering, including expertise in specific verticals

3. page 2 Distinct Service Categories Formed at the Outset of Digital Video AggregatorsChannelPromotional On-demand videos programmed in channels or on a show-by-show basis Advertising supported, with some upsell to subscription Short video clips promoting the site owner’s content, merchandise, and brand May include some advertising and limited commerce capabilities Aggregate video across providers for purchase Includes sell-thru, rental, and ad-support User Generated Video (UGV) Allow audience to watch and share videos created and uploaded by users Primarily advertising based revenues Social Network Online communities enabling interactivity between users Primarily advertising based revenues

4. page 3 Players with the Largest Audience are Broadening their Offerings, Blurring the Line Between Service Categories Service Original FocusAreas of Expansion Aggregator Social Network Channel (e.g., Music Videos on Yahoo! Music) UGV – Acquired YouTube for $1.65BN UGV – Launched MySpace Videos Channel – Fox Full Throttle Store – Download-to-own Episodes UGV Tools – Acquired JumpCut UGV Content – CurrentTV Partnership

5. page 4 Market Evolution: Observations and Hypothesis Inception (2004 – 2005) Rapid Growth (Early 2006) Breadth (Late ’06 / Early ’07) Depth (Late ’07 / Early ’08) Multiple market entrants grow at a similar rate Players refine offerings to “good enough” status and focus on a small base of content and/or functionality Leading destination sites emerge based on differentiated feature or piece of content –YouTube explodes as users discover “Lazy Sundays” –MySpace users flock to improved community features Successful followers begin to build audience through partners/syndication –Grouper grows through Yahoo links and Friendster partnership –BrightCove, Veoh, and Roo build successful syndicator businesses Leaders broaden offerings through acquisition and product extensions –MySpace launches video –Google acquires YouTube Succesful followers continue to invest in audience and broaden offerings Laggards focus on narrow vertical offerings, hoping to differentiate and find audience Leaders build or acquire to create depth in specific verticals Targeted offerings that have found an audience are acquired at a premium or survive on a smaller scale Targeted offerings with smaller audiences languish or exit

6. page 5 Digital Service Acquisition Considerations Considerations Near-term Approach Sony Skill Set M&A Landscape Phase of Market Growth Audience and 3 rd party distribution currently lagging and difficult to build organically SPE has expertise in-house to expand content and functionality –Repurposing SPE content and licensing from 3 rd party partners –Grouper leading development and licensing as needed Focus on narrow universe of significant acquisition targets Prioritize audience / syndication Seek partners that pair audience with differentiated content or functionality Limited window for compelling acquisitions –Competitors acquiring aggressively –Valuations increasing Current phase of growth demands broader offerings Future growth will reward depth Potential Future Expansion Point acquisitions to reinforce areas of differentiation –Targeted content –Features and functionality

7. page 6 Digital Service Acquisition Priorities Description Valuations Speed Priority Audience: Syndicators BreadthDepth Audience: Destinations AttractiveModerate Expensive Companies that syndicate video to a network of online partners Content and/or functionality established audience Targeted content or functionality Sites with audience but no differentiated content Fast Gain traction quickly Fast Gain traction quickly Slow Requires multiple acquisitions Slow Requires content and functionality deals to supplement 1st2ndLow

8. page 7 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) Content College Humor (0.9) JibJab (0.6) SingingFool/VideoDetecitve Broadband Sports (0.1) RocketBoom(0.04) Ruckus (0.02) 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) Audience Syndicators PhotoBucket (12.0) Roo Media (5.8) Veoh (N/A) Brightcove (N/A) Functionality + Audience Six Apart (10.4) Image Shack (9.3) Xanga (5.5) Reunion (4.7) MetaCafe (3.1) Digg (2.1) Friendster (1.0) Tagged (0.8) Acquisition Candidates Audience Destinations AddictingClips (1.9) Putfile (1.4) DailyMotion (0.8) Content + Audience Break.com (3.3) eBaum’s World (3.0) Bolt.com (2.9) Heavy.com (2.7) Tier 1 Candidates Tier 2 Candidates Low Priority

9. page 8 Tier 1 Acquisition Candidates CompanyM&A BenefitsDescriptionAudience (1) Estimated Valuation Range Roo (2) New York Audience / Syndicator Video syndication platform Hosts and streams to third party sites Not a standalone destination site 5.8MM Unique Video Streamers (primarily syndicated) $33MM (Public RGRP.OB) $200K debt Break Los Angeles Breadth Content with large audience Skews toward 15-35 year old male demo Owns most content (pays up to $1,000 for featured videos) Focus on humor, sports, games 3.3MM UUsApproximately $150-$250MM based on Digg and Heavy comps Being shopped by Montgomery, bankers to provide guidance Heavy New York Breadth Content with large audience Skews toward 15-35 year old male demo Mix of video, animation, and games created by Heavy and/or its partners 2.7MM UUsApproximately $200MM per paidcontent.org Polaris led $10MM round in (1/06) Digg San Francisco Breadth Functionality with large audience Focuses on user ratings Content is a mix of categorized text (primary) and video (secondary) postings from blogs, news, and other sites 2.1MM UUsApproximately $150MM Passed on Newscorp offer because it was <$150MM Bolt New York Breadth Content with large audience Skews younger (31% 12-16, 32% 18-34) Content, includes video, photos, music Some social net features on Bolt2.com 2.9MM UUsApproximately $150-$250MM based on Digg and Heavy comps Rumored to be for sale Metacafe Palo Alto Tel Aviv Breadth Functionality with large audience Primarily a UGV destination Recently tested user rev sharing Has a robust on-site search tool 3.1MM UUsApproximately $150-$250MM based on Digg and Heavy comps PhotoBucket Palo Alto Denver Audience / Syndicator Hosts photos and videos, enables linking to sites like MySpace and Blogger 12.0MM UUsApproximately $250-$450MM based on rough guidance from Jeffries Trinity led $10.5MM round (5/06) (1)Monthly Unique Users per Nielsen Net Ratings except for Roo (2)Roo audience estimate is of unique streamers per ComScore

10. page 9 Tier 2 Acquisition Candidates CompanyM&A BenefitsDescriptionAudience (1) Valuation Considerations Pure Video Los Angeles Depth Functionality Operates a video search engine in partnership with Pixsy Runs StupidVideos and Grind (action sports videos) 0.9MM UUs StupidVideos=596K Grind = 282K Raised $5.6MM from Soft Bank in December 2005 JibJab Santa Monica Depth Content Focuses on jokes, humor, and animation Includes sponsored content (e.g., Bud Light commercials) 0.6MM UUsRaised undisclosed amount of funding from Polaris in June 2006 Revision3 San Francisco Depth Content Positioned as an online TV network Produces its own original content Founded by Digg’s founders 0.02MUUsRaised $1MM in funding from Marc Andreessen and Greylock Partners in September 2006 Bix Palo Alto Depth Content & Functionality User-generated contest site Users create and enter online talent competitions 0.08MM UUsRaised $6.77MM in first round Investors include Trinity and Sutter Hill Blip.tv New York Depth Content & Functionality Hosts high quality “Prosumer” shows Syndicates and licenses out tech (e.g., Oxygen is a licensee) Lets producers opt-in for post-roll ads 0.06MM UUsRaised undisclosed amount of funding in a July 2006 Series A round Imeem Palo Alto Depth Functionality Combines instant messaging and social networking Users can use any of their IM services from one application Shows full profiles with photos, music, videos and blogs from users’ buddy list 0.2MMVenture backed by Morgenthaler Ventures (1)Monthly Unique Users per Nielsen Net Ratings

11. CONFIDENTIAL APPENDIX A (Alternative Strategic Frameworks)

12. page 11 The Current State of Market Evolution Rewards Broader Offerings Deeper Offerings Inception Tipping Point / Audience Growth Broader Offerings 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 expand to adjacent markets Larger audience Breadth of content Range of functionality Broadest range of content Network effect of larger audiences MySpace launches videos Google acquires YouTube Market rewards players with deep content catalogs and robust technology Ability to supplement broad offering with depth in specific verticals Content verticals have not yet gained traction –Yahoo media group continues to struggle Larger audience Broad offering Brand known for an area of expertise

13. page 12 Digital Service Acquisition Priorities Deep Content + Functionality Lower Priority Potential for small to medium acquisitions Deep Lower Priority Potential for small acquisitions to round-out feature set Audience - Destination Site Avoid Pureplay destination sites generally overvalued Broad Audience + Content High Priority May require significant investment Broad Audience + Functionality High Priority May require significant investment Deep Lower Priority Potential for small acquisitions to address specific demographics Audience - Syndicators High Priority High-value opportunities

14. page 13 Content College Humor (0.9) JibJab (0.6) RocketBoom(0.04) Revision3 (0.02) Channel 101 (0.02) Audience + Content Break.com (3.3) eBaum’s World (3.0) Bolt.com (2.9) Heavy.com (2.7) Audience+Functionality Six Apart (10.4) Image Shack (9.3) Xanga (5.5) Reunion (4.7) MetaCafe (3.1) Digg (2.1) Friendster (1.0) Tagged (0.8) PhotoBucket (12.0) Roo Media (5.8) Veoh (N/A) Brightcove (N/A) Acquisition Candidates Audience: Syndicators BreadthDepth Audience: Destinations 1st2ndAvoid AddictingClips (1.9) Putfile (1.4) DailyMotion (0.8) vMix (0.8) vidiLife (0.8) ManiaTV (0.6) Revver (0.5) Vimeo (0.5) Content + Functionality Pure Video (0.9) 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) eyeSpot (0.2)

15. CONFIDENTIAL APPENDIX B (Company Profiles)

16. 15 Break.com: Summary Overview Background  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  Based in Beverly Hills, CA with 20 employees Content  Online entertainment network and community powered by traditional user-generated content  Content base skews toward 15-35 year old male- oriented humor, sports and racy categories  Majority of the content is original and created by users specifically for Break.com  Pays $250/ video for videos it wants to feature, incentivizing users to create high-quality videos (est. to spend ~$250K/ month buying user videos)  Generate revenue through banner ($20 CPM) and text ads only – no pre-rolls User Metrics Partnerships  Leverages AdBrite to sell its banner and text ads  Established partnerhsip with Amp’d Mobile in Nov. 2005 to distribute videos through mobile, charging $2.99/ month for unlimited access Unique Users (MM) Web page views (B) Time/ person (min.) 1.41.9 1.3 16.121.515.3 Source: Nielsen//NetRating used for page view, time data, AdBrite; BambiBlogs.com; Break.com; Multichannel News; Amp’d Mobile; PureVideo; ComScore Video Matrix Note: estimated to generate ~100MM streams/ month 3-mo. growth: 12.8% * Internal break.com sources estimate uniques of approx 13MM

17. 16 Break.com Functionality Break.com demo Advertising: Banner ads – no pre-rolls or text Content User-generated Share it with friends (via e-mail) Embed & blog it Interactivity: Promote to home page Rate It Recommend Comment

18. 17 Heavy.com: Summary Overview Background  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)  Based in New York, NY with 20 employees Content  Broadband entertainment network focused on providing high-quality content  Content base skews toward 18-34 year old male- oriented humor and racy categories  Content is a 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  Ad sales and marketing conducted internally User Metrics Partnerships  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 Vz’s V Cast subscription mobile offering  Parnter with Sony PSP, video iPod, and Virgin Mobile to distribute non-wireless mobile content Unique Users (MM) Web page views (B) Time/ person (min.) 0.91.0 0.6 1.51.21.0 Source: Nielsen//NetRating used for page view, time data, Heavy.com; Multichannel News; PureVideo; ComScore Video Matrix; paidContent.org; FT.com; VCMike’s Blog Note: estimated to generate 80-90MM streams/ month 3-mo. growth: (5.4%)

19. 18 Heavy.com Functionality Heavy.com demo Advertising: Banner ads Pre-rolls Content sharing: Heavy/ partner produced channels Share it with friends (via e-mail) Blog it Interactivity: Rate It Comment

20. 19 Digg.com: Summary Overview Background  Established in Nov. 2004 as an information and news sharing site by Kevin Rose  Closely held (Rose owns ~30-40%) with minimal venture financing – received $2.8MM round in Oct. 2005 to support initial growth  Expected to generate ~$3MM in adv. revenues in 2006 (recently valued at $200MM – source: BusinessWeek, 8/2006)  Based in San Francisco, CA with ~20 employees Content  Online user-driven news/ information community  Target IT professionals, developers, professional “geeks” and news junkies  Content is a mix of categorized text (primary) and video (secondary) postings from blogs, professional news sites and random Web sites  Users tag news stories they like (dig) and dislikes, driving what content appears on the home page  Generate revenue through banner and text ads only – focused on growing audience with minimally invasive advertising User Metrics Partnerships  Leverages Federated Media to sell its banner ads  Digg.com founders started a video production company, Revision3, in Sept. 2006  Focused on high-end humor and tech content targeted at young, tech-oriented people  Advertising model is 1950s throwback – based on sponsors named in advance of ‘shows’ by hosts Unique Users (MM) Web page views (B) Time/ person (min.) 0.60.5 1.2 2.22.12.5 Source: Nielsen//NetRating used for page view, time data, Digg.com; Multichannel News; PureVideo; ComScore Video Matrix; Federated Media; HowStuffWorks.com; BusinessWeek (8/06); Red Herring Note: estimated to generate 20-30MM streams/ month 3-mo. growth: 13.8%

21. 20 Digg.com Functionality Digg.com demo Advertising: Limited banner and text ads No pre-rolls (link directly to other video sites, e.g., YouTube) Content User-posted and recommended Share it (via e-mail) Blog it Interactivity: Edit It Rate (Digg) It Comment

22. Bix.com Strategic Profile Based in Palo Alto, California Workforce of 16 employees, mostly engineers from eBay Formerly known as 900Seconds.com, Bix.com operates a user-generated contest site Enables consumers to create their Web-based talent competitions and enter existing competitions Currently, the website is ad-free, depending solely on corporate-sponsored contests for revenue –Bix.com is seeking alternative revenue sources, including advertisements on its site and user-generated ringtones Management Team / Board of Directors Funding History & InvestorsUnique Users (in thousands) Number of Rounds:1 Total Amount Raised ($ in mm):$6.77 Investors: Geoff Ralston NameTitlePrior Experience Mike SpeiserCo-founder & CEO VP and Technology Advisor to Symantec CEO Co-founder of Epinions Geoff RalstonDirectorChief Product Officer of Yahoo! Jeremy BurtonDirectorSymantec Group President Jim WhiteDirectorSutter Hill Ventures Larry OrrDirectorTrinity Ventures Citigroup Estimates 1 Bix was launched on August 8 th, 2006

23. Positive Reviews for Bix.com “Two of the biggest phenomena in pop culture have been the ‘American Idol’ TV show and the plethora of Web sites that depend on user-generated content … Bix.com hosts contests that include ‘American Idol’-style stuff like singing … Bix is ad-free, depending for revenue solely on corporate-sponsored contests … Bix will seek alternative revenue sources, including advertisements on its site and user-generated ringtones.“ - Walter S. Mossberg & Katherine Boehret “American Idol proved not just that we love watching the highs and lows of wannabe superstars, but that a surprising number of us wanted to be up there … Bix, a company enabling public and private contests online … is trying to address a real business problem: diminishing effectiveness of brand advertising … [it] believes controlled sponsorship of a legally sanctioned online contest … is a powerful brand advertising ” - Neil Kjeldsen Will Bix Kill the Record Industry? “The idea behind Bix is neat -- a combination of American Idol and YouTube's lip syncing madness. Basically, anyone can set up a contest -- karaoke, lip- syncing, beauty, whatever … If Bix really takes off, then bands who win "best original song" contests will have a built-in audience to buy their music. And who needs the record industry to press CDs or make deals with iTunes then?” - Mark Frauenfelder “Bix is a platform for creating contests online much in the mold of American Idol … The company plans to allow end-users to download their own audio clips and use them as ringtones for a small charge. Eventually the same content could be sold to others, and at that point the company is going to split the proceeds with the creators … Bix is hoping to cash in on the shift of ad- dollars to the online medium … these contests will be ideal vehicles for brand advertising.” - Om Malik 2

24. page 23 PhotoBucket Overview