1. CONFIDENTIAL Grouper Acquisition Opportunity Corporate Planning Review Response to Questions from August 11, 2006

2. page 1 Corporate Planning’s August 11 Questions 1.$12.5mm tied to performance metrics: 1a. Structure of contingent consideration: Could you prepare a slide which explains the conditions in more detail such as $2.5mm based on mgmt retention (5yrs for top 2 execs, 3-5 yrs for other 3 execs), $2.5mm based on (1st year?) revenue and $7.5mm based on revenue and traffic 1b. Risk of management departure This is a hypothetical question: if all of the current mgmt decided to leave the company say immediately after the acquisition, what will happen to Grouper? What is the likelihood for us to be able to retain them for sufficent period of time? Why? 2. Ad Sales 2a. Ad sales as a portion of SPT sales My understanding is that SPT has approx $300mm annual revenue from ad sales (ie barter),which represents around 30% of SPT's total revenue. Is my understanding still correct? 2b. CPMS Slide on page 48 says CPM for major network is $23.50. The attached slide is exerpted from ITN acquisition proposal deck in '04. The slide says CPM for Cable is only $8.38 and, if this data is still valid, I would suspect CPM for internet service could be much cheaper. My concern now is whether or not our assumption of $13-$15 CPM is reasonable (or a bit optimistic). Please could you explain on this point. 3. Page Views In telecon today, you have kindly explained the logic reaching 15.9 PV/unique per year. I would like to see actual statistics of other US popular sites say Yahoo, Google and MSN to compare with this figure. If you have some data, that would be very much appreciated.

3. page 2 Corporate Planning’s August 11 Questions 4. Basic questions: 4a. $4MM investment option What does "$4 mil binding option in favor for grouper" mean on page 37? If the contract is not signed by 8/18, will any cost incur? 4b. 80% click-through What does "80% click-through" mean on page 24? 4c. Grouper history When Grouper was established and when did they start the service? (I think it is established sometime in '04.) 4d. Cash status and balance sheet Out of $5.1mm funded in the past, how much is already used up and how much do they still have on hand? If you have the most recent PL and BS data available, please could you send it to us. 5. Return calculation: 5a. IRR IRR: On cell G80 of "DCF fiscal" tab, it looks like IRR is calculated using 2 figures only : ($53mm) in '06 and $247mm in '09. Is this correct? 5b. DCF DCF calculation using pre-tax profit and discount rate of 16.5%: I know SPE is traditionally using this method as an alternative to after-tax, 10% discount rate base calculation but, as you may be fully aware, these 2 calculations are arithmetically not identical and normally SPE method brings higher NPV and IRR result (thus I don't recommend keep using this method in the future). For the purpose of investment committee on Monday, I will use SPE data, however, I hope we could discuss on this methodology issue sometime in the near future.

4. page 3 1a. Structure of Contingent Consideration $12.5 million of contingent consideration is structured as follows –$2.5 MM tied to first year revenues If Grouper achieves revenues of $4.2 million or more (30% or more of management’s projected revenues) for the 12 months ending December 31, 2007, the entire $2.5MM is earned –$3.75 tied to first and second year revenues Up to $1.875 million for Calendar Year 2007 –If Grouper achieves $9.8 million (70% of management’s projected revenues) for the 12 months ending December 31, 2007, $1.875 million is earned –If Grouper achieves between 50% and 70% of management’s projected revenues for the year, a pro-rated portion of the $1.875 million is earned –If Grouper achieves less than 50% of management’s projected revenues, nothing is earned Up to $1.875 million for Calendar Year 2008 –If Grouper achieves $35 million (70% of management’s projected revenues) for the 12 months ending December 31, 2008, $1.875 million is earned –If Grouper achieves between 50% and 70% of management’s projected revenues for the year, a pro-rated portion of the $1.875 million is earned –If Grouper achieves less than 50% of management’s projected revenues, nothing is earned

5. page 4 1a. Structure of Contingent Consideration (continued) –$3.75 tied to first and second year video streams Up to $1.875 million for the 12 months prior to September 1, 2007 –If Grouper achieves 285 million video streams (70% of management’s projected video streams) for the 12 months prior to September 1, 2007, $1.875 million is earned –If Grouper achieves between 50% and 70% of management’s projected video streams for the year, a pro-rated portion of the $1.875 million is earned –If Grouper achieves less than 50% of management’s projected video streams, nothing is earned Up to $1.875 million for the 12 months prior to September 1, 2008 –If Grouper achieves 612 million video streams (70% of management’s projected video streams) for the 12 months prior to September 1, 2008, $1.875 million is earned –If Grouper achieves between 50% and 70% of management’s projected video streams for the year, a pro-rated portion of the $1.875 million is earned –If Grouper achieves less than 50% of management’s projected video streams, nothing is earned –$2.5 million retention pool payable on September 1, 2009 Pool is allocated across current employees If any employee leaves prior to September 1, 2009, that employee is not eligible to receive payment from the retention pool and that employee’s pro rata share of the pool is eliminated If either Josh Felser (CEO) or Dave Samuel (President) leaves the company prior to September 1, 2009, the pool is reduced by 50% If both Josh Felser and Dave Samuel leave prior to September 1, 2009, the pool is eliminated

6. page 5 1b. Risk of management departure Grouper’s senior management has expressed a strong interest in working for Sony Pictures and we expect to retain these employees To further mitigate risk of Grouper management departures, we have structured mechanisms for retaining employees -- a retention pool, employment contracts, and future vesting of stock options The retention pool (as defined on the previous page) provides a strong incentive to remain with SPE –If any employee leaves, they lose their portion of the retention pool –If either of the founders leaves, they decrease the pool for all other employees The acquisition is contingent on the top five managers signing employment contracts. Contracts are still in negotiation but are expected to be in-line with the following –Josh Felser, CEO: 3 year contract and a 5 year non-compete –Dave Samuel, President: 3 year contract and a 5 year non-compete –Aviv Eyal, CEO: 3 year contract including a 3 year non-compete –Mike Sitrin, VP Revenue: 3 year contract including a 3 year non-compete –Jonathan Shambroom, VP Product: 3 year contract

7. page 6 2a and 2b. Ad sales and CPMs Ad sales represent roughly 25% of SPT revenues ($265MM of Ad Sales / Promo-based revenues for the fiscal year ending March 31, 2007) Although Cable TV CPMs are below Network TV CPMs, Online Video Ads are currently receiving CPMs in-line with Network CPMs As Jeff Lanctot, VP of media buying at Avenue A Razorfish, points out, these higher CPMs are merited by advertisers’ ability to interact directly with consumers Third party estimates and Sony deal experience continue to point to online video based ads in the $20-$30 range The SPE Base Case Grouper model conservatively assumes streaming CPMs between $12 and $16.50 The recently closed $900MM Google / MySpace partnership implies there may be room for upside to the Grouper model

8. page 7 2b. Online Video CPMs Are Currently $20-$30, In-line with Traditional TV CPMs and Positioned to Benefit From Growth of Online Ad Spend Industry Commentary Josh Bernoff, Forrester analyst “…the driving force of the online video market is advertising…advertisers are paying $25 per thousand users who see their online commercials, more than they pay for network television” Allie Savarino, SVP World of Worldwide Marketing at Unicast “…while rich media ads on average cost around $10-20 on a cost per thousand basis the video commercials cost around $25-30 for the same rate… a comparable cost with advertising on a US television network to the same number of television viewers for a 15- to 30-second spot.” Jeff Lanctot, VP of media buying at Avenue A Razorfish “Advertisers are now paying about $20 to $30 a CPM for a 15-second spot that pre-rolls a broadband video… one reason advertisers are warming up to Web broadband content is because they can interact with consumers.” Trends in Sony Ad Sales Online video ad components of deals are being priced at CPMs of roughly $30.00. Sony’s advertising partners are demonstrating strong demand for cross-platform packaged deals.

9. page 8 2b. Television CPMs Have Grown to Reach $23.50, Initial Online Video CPMs Are At a Similar Level Source: Nielson Media Research. CPM Pricing Trends 5 yr CAGR: 5.4%

10. page 9 2b. CPMs -- Cost to Advertise on TV (Per September 2004 Presentation Regarding ITN) Average Primetime CPMAverage Cost of a 30 Second Spot Network CPMs presented as part of ITN presentation are in-line with our analysis for Grouper Sources: 2004 PwC Global Outlook and the 2003 Kagan World Media Report

11. page 10 2b. Google Strikes $900M Advertising Search Deal With MySpace and Fox Interactive Media Sites Deal Specifics  Google Inc. will provide search and advertising for News Corp.'s MySpace and other Fox Interactive Media sites  Google will pay at least $900 million in advertising revenue to News Corp. over the next four years, provided traffic on the sites reaches an undisclosed threshold  Google will install its search boxes and keyword- driven ads  All-cash deal  Google also receives the right to sell directly any display ads not sold by Fox  Google Inc. will provide search and advertising for News Corp.'s MySpace and other Fox Interactive Media sites  Google will pay at least $900 million in advertising revenue to News Corp. over the next four years, provided traffic on the sites reaches an undisclosed threshold  Google will install its search boxes and keyword- driven ads  All-cash deal  Google also receives the right to sell directly any display ads not sold by Fox Views  Analysts estimated the deal could bring Google revenue (net of the $900 million paid to News Corp) of anywhere from $50 million to $200 million  "Google needed to win this deal to lock up the last remaining large and fast growing piece of traffic on the Web today. One thing is certain: Yahoo and MSN would have loved to sign News Corp., but could not make sense of a $900 million guarantee.“ – Jordan Rohan, RBC, August 8, 2006  "While we have highlighted the potential opportunity for Google on the display side for some time, we feel that Google has made limited progress on this front. We applaud this deal as an example of how Google can leverage its relationships and technology to grow an additional revenue stream and monetization models.“ – Benjamin Schachter, UBS, August 8, 2006  Analysts estimated the deal could bring Google revenue (net of the $900 million paid to News Corp) of anywhere from $50 million to $200 million  "Google needed to win this deal to lock up the last remaining large and fast growing piece of traffic on the Web today. One thing is certain: Yahoo and MSN would have loved to sign News Corp., but could not make sense of a $900 million guarantee.“ – Jordan Rohan, RBC, August 8, 2006  "While we have highlighted the potential opportunity for Google on the display side for some time, we feel that Google has made limited progress on this front. We applaud this deal as an example of how Google can leverage its relationships and technology to grow an additional revenue stream and monetization models.“ – Benjamin Schachter, UBS, August 8, 2006

12. page 11 2b. The Google Deal Implies Strong Revenue Potential for Grouper Deal Metrics Implied Grouper Revenue Opportunity

13. page 12 YouTube37.913.30.82.8 Guba (1) 24.914.70.81.7 Daily Motion12.88.70.81.5 Sony Connect11.76.10.91.9 MovieLink10.25.90.71.7 MetaCafe8.63.90.22.2 iFilm6.14.20.61.5 Addicting Clips1.91.00.21.9 VidiLife1.61.00.11.6 Time spent on Grouper exceeds the industry average 3. Pageviews

14. page 13 The SPE base case model uses page views to help determine online ad inventory Traditional tracking mechanisms do not accurately count the number of page views for Grouper –Grouper’s advanced technology allows users to view multiple videos without the need to refresh pages –However, Grouper’s technology also allows the site to refresh and serve multiple ads against a single page view The higher level of time spent on Grouper should allow the service to generate more ad inventory than competitors that average 18.8 page views per user per month However, the SPE base case model conservatively estimates average first year page views at 15.9 YouTube37.2 Guba (1) 40.1 Daily Motion11.1 Sony Connect13.0 MovieLink6.3 MetaCafe32.1 iFilm11.1 Addicting Clips10.2 VidiLife7.9 Average Page Views per Unique Users per Month Average18.8 3. Pageviews

15. page 14 4a. $4MM investment option $4MM investment option –On July 25, 2006 SPE and Grouper entered into an exclusive negotiation period ending through August 18, 2006 –As part of that agreement the companies structured a “Failure to Sign Clause,” structured as follows “In the event that, by August 18, 2006, the parties have failed to enter into definitive documents regarding the Transaction and such failure is caused by any reason other than SPE’s good faith decision not to pursue the Transaction based on material concerns arising out of its due diligence or bad faith on the part of Grouper and/or any of the Key Personnel, then Grouper shall have the option (the “Grouper Option”) to cause SPE to invest $4,000,000 in Grouper at a pre-funding valuation of Grouper of $62,500,000. The Grouper Option is exercisable, if at all, by Grouper’s giving written notice of exercise prior to September 30, 2006.”

16. page 15 4b & 4c. Grouper History, Click-through Grouper History –Grouper was founded in March of 2004 –Early development efforts focused on a solution for sharing video with other users in a closed grouper over a P2P network –In 2005, the company developed a web site focused on sharing videos online –Grouper launched its online video sharing service in December of 2005 80% click-through –On average, 80% of visitors to the Grouper web site click on a video in the initial display (“Video Wall”)

17. page 16 4d. Cash status and balance sheet Grouper has utilized the $5.1MM of angel and venture funds for operations On July 10, Grouper established a $1MM bridge loan with T-Online Ventures, Josh Felser, and Dave Samuels to fund operations through a sale to SPE or a future funding event Grouper initially drew down $300K of the bridge loan as reflected on the July 31, 2006 balance sheet As of August 11, 2006, Grouper has drawn down a total of $560,000 of the bridge loan Assuming an August 18, 2006 close, Grouper will have funds on hand to operate to close SPE would assume responsibilities for Grouper operational costs after close

18. page 17 4d. Cash status and balance sheet (Assets)

19. page 18 4d. Cash status and balance sheet (Liabilities and Equity)

20. page 19 5a. IRR SPE base case analyzed simplified return on initial investment and detailed returns based on monthly flows Results are similar; to be conservative and exclude contingent flows, we have shown return on initial investment in the presentation Simple IRR of $52.5MM at close versus $247.2MM upon divestiture (47%) Detailed IRR of all flows on a monthly basis (50%)

21. page 20 5a. IRR (detailed monthly cash flows)

22. CONFIDENTIAL Grouper Acquisition Opportunity Corporate Planning Review Response to Questions from August 10, 2006

23. page 22 Corporate Planning’s August 10 Questions 1. Risk of Litigation We found some articles reporting that copyrights holder has accused YouTube of piracy. Our concern is that Grouper also owns potential risks of litigation for piracy? However you did not mention about litigation risk in the presentation. Is there any reason i.e. technology differentiation from YouTube? Current Efforts for Digital Distribution Strategy 2. SPE Digital Distribution Efforts Please could you update us with current business situation on Nanofilms, Chat Cinema, Broadband Channels, and MovieLink (shown on page 13). 3. Assumption for financial analysis We appreciate for sending financial analysis in detailed. With regards to assumptions for the analysis, we have some questions. 3a. Definition of "Total Unique Users" In SPE Base case, FY06 Total Unique Users would be about 21 million. Is this the number of "Global" unique users who visit Grouper in Dec. 2006? Also, you mention, on the page 38 (your presentation dated Aug. 3rd), that "Unique Users" contain Grouper.com and embedded. What is the definition of "embedded unique user"? 3b. Page Views Please let us know how to calculate the number of page views on the page 56 (SPE Base Case). With regard to FY06, total page view would be about 900 million. How can we obtain 900 million page views from 20 million total unique users and 15.9 grouper.com pager view per unique user?

24. page 23 Corporate Planning’s August 10 Questions (continued) 3c. % Inventory Sold According to SPE base case scenario, % of inventory sold would be significantly increased from FY06 to FY09 as follows: 3 c. Headcount Please let us know about background for increase of % inventory sold (in addition to the footnote on the page 32, if any)? Employee (headcount) FY06FY09 Streaming12.1%25.2% Search18.1%40.0%

25. page 24 1. Process for Mitigating User-generated Content Risks There are risks associated with publishing user-generated content – for example, it can violate another’s copyright or be inappropriate These risks can be mitigated under the Digital Millennium Copyright Act of 1998 (“DMCA”) if certain “takedown” policies are implemented Grouper has implemented procedures for receiving written notification of claimed copyright infringement, for processing any related claims, and taking down associated content in accordance with the DMCA Grouper bans users and/or terminates the accounts of users who publish inappropriate content / copyrighted material The Communications Decency Act provides additional safe harbor (risks of damages can be reduced by quickly taking down applicable inappropriate content after learning of the infringement)

26. page 25 2. Current Efforts for Digital Distribution SPE is evaluating several models that could utilize Grouper’s technology Nanofilms –Nanofilms would provide users access to Hollywood content, talent, distribution, and "pay-outs" increasing engagement and benefits derived from user-generated video Broadband channels –Broadband channels would give users online access to SPE’s content through pre-programmed on-demand channels Chat Cinema –Chat Cinema would establish a community-based video destination that combines streaming video content and real-time online chat to provide a unique interactive, shared experience SPE also retains a 20% interest in MovieLink –MovieLink will continue to be independently managed from SPE’s operations –MovieLink will not have direct interaction with Grouper

27. page 26 3a. Definition of Total Unique Users Unique Users include all global users and are calculated on a monthly basis Grouper’s Unique Users are broken into two categories Direct Unique Users –Visitors to the Grouper.com web site Embedded Unique Users –Embedded users are those that view Grouper video streams on third party sites –Grouper.com embeds its video player in third party web sites, enabling users to see Grouper videos on sites like MySpace and Friendster –Grouper controls the player, advertising, and stream of the videos embedded in these third party sites

28. page 27 3b. Page Views The assumption pages provided for page views are provided on a monthly basis Total page views are calculated based on monthly unique users and summed to arrive at the annual page view figures 15.9 represents the average page view/unique user over the course of the entire fiscal year Sum of FY2006 Total Page Views / Sum of FY2006 Total Grouper.com Uniques

29. page 28 3c. Percent of Inventory Sold Percent of ad inventory sold is calculated for each revenue type and each region Growth in percent of inventory sold is based on increased sales international territories and increased sales capabilities over time

30. page 29 Grouper currently employs 26 professionals 3d. Employee Base * * * Consultants, not full-time employees