1. DRAFT ATTORNEY-CLIENT PRIVILEGED page 0 Deal Structure Nominal Value of Cash Payments to SPE Payment to SPE at Close Contingent Payments to SPE $175MM Payment of up to $35MM to SPE per film release, pro-rated from $0 to $1B of WWBO Cap of $130MM in cumulative per film payments per decade In light of uncertain future participations, deal includes: –Upfront payment to SPE that provides a floor and mitigates risk of future decline –Additional future payments that pay SPE at Spider-Man 3 peak levels if film performance is sustained Marvel’s 5% film participation would be eliminated SPE’s 25% merchandise participation would be eliminated SPE would receive a payment at closing and additional payments tied to the release of each film

2. DRAFT ATTORNEY-CLIENT PRIVILEGED page 1 Deal Dynamic – For Illustrative Purposes Only As an illustrative example, if 3 films were to be released in each of CY2012, CY2014, and CY2017 with WWBO of $600MM and: –With a deal, payment were to follow the payment scheme described on the previous page –Without a deal, net participation payments were to be in line with history (simplifying assumption) Payments for CY2012 through CY2017 would be as illustrated below –Note: payments would continue into future years under both the "deal" and "no deal" scenarios if additional films continued to be released (1)In addition to the cash consideration illustrated above, Marvel's 5% film participation would also be eliminated. This would generate non-cash consideration to SPE of approximately $55MM, bringing the estimated total gross consideration to $293MM for approval purposes. However, the gross consideration could be higher if more films are released or WWBO is higher. If 3 films were released with $1BN of box office, cash consideration would be $280MM, plus non-cash consideration of $65MM, the approval amount would be $345MM. ($Millions)

3. DRAFT ATTORNEY-CLIENT PRIVILEGED page 2 Valuation Methodology In order to compare the lifetime value of payments under both the "deal" and "no deal" scenarios, a third party valuation firm, Houlihan Lokey, was hired Valuation is based on a range of potential future cash flows with and without a “deal” –"Deal" cash flows are based on the upfront payment of $175MM plus "per film" payments of up to $35MM –"No deal" cash flows are based on continuing annual payments for both SPE's and Marvel's participations Under both the "deal" and "no deal" scenarios, SPE's continued receipt of payments requires the continued release of films –Analysis includes estimates for the probability of releasing up to 20 total films, in-line with "Bond," the longest running film franchise –For modeling purposes, the next film, The Amazing Spider-Man, is assumed to have a 100% chance of being released, likelihood of releasing each additional film declines by approximately 5% Under the "deal" scenario –Variations in "deal" scenario value are driven by illustrative variations in box office levels for SPE's "per film" payments –"Deal" scenario analysis includes a range of box office estimates Under the "no deal" scenario –Variations in "no deal" value are driven by both variations in box office levels (for Marvel's participation) and variation in merchandise sales (for SPE's participation) –"No deal" scenario analysis includes the same range of box office estimates used in the "deal" scenario –"No deal" scenario analysis also includes a range of merchandise performance

4. DRAFT ATTORNEY-CLIENT PRIVILEGED page 3 Valuation Considerations Third party valuation shows deal is attractive across a range of scenarios Valuation represents the NPV of SPE’s cash flow associated with Spider-Man merchandise net of any payments to Marvel for film participations Low Case Starts at $600 and declines Decreases due to competitive pressure $225$152 Base Case Ranges from $600 to $900 and declines Similar to history$225 - $254$174 - $214 High Case Starts at $900 and declines Grows due to Disney uplift $254$280 Scenario Key Assumptions DealNo Deal NPV ($Millions) Note: Forecasts include assumptions on the frequency and probability of releasing additional pictures, as well as growth or decline in merchandise sales. Discount rate of 11.5%; no assumption of perpetuity or final year exit. Note: Worldwide box office grosses for Spider-Man 1, 2, and 3 were $822MM, $784MM, and $891MM, respectively and averaged $832MM. Houlihan Lokey Analysis Box OfficeMerchandise

5. DRAFT ATTORNEY-CLIENT PRIVILEGED Explanation of Key Valuation Drivers Note: Analysis assumes 11.5% discount rate and 3% rate of inflation where applicable. Key DriversDescription # / Frequency of Future Films Films released every 2, 3 and 5 years consistent with history (except as noted in “worst case” scenario) Release of future films probability-weighted Future Film Box Office Range Performance ranges from low of $400MM to high of $900MM % Change in Merchandise Sales with Decreases in Box Office in Downside Risk Cases Discount to merchandise sales related to film box office under-performance relative to box office for Spider-Man 3 –0% correlation implies merchandise not impacted by box office decline –50% correlation implies if Spider-Man 4 box office is 50% of Spider- Man 3 merchandise declines 25% % Growth in Merchandise Highest Cases Disney uplift includes both international expansion and elimination of international commissions that ranges from 0% to 25% phased in with the release of the next three films % Decline in Merchandise Downside Risk Cases Discount for competition in marketplace from other superheroes and risk associated with rebooting franchise ranges from 0% to 10% page 4

6. DRAFT ATTORNEY-CLIENT PRIVILEGED Key Valuation Drivers by Valuation Scenario Key DriversLow CaseBase CaseHigh Case # / Frequency of Future Films 2 / 3 / 5 Probability of Releasing a Film The probability for future film releases in the Low, Base, and High Cases generally decreases by 5% with each film from a high of 100% for Spider-Man 4 (e.g., S-M 7 at 75%, S-M 8 at 70%) Future Film Box Office Range Starts at $600MM and declines Ranges from $600MM to $900MM and declines Starts at $900MM and declines % Correlation in Merchandise Sales with Decrease in Box Office in Downside Risk Cases 50%50% when box office is below $600MM; 0% when box office is above $600MM 0% % Growth in Merchandise Highest Cases N/A (declines)N/A (flat)5%, 15%, 25% (phased in) % Decline in Merchandise Downside Risk Cases (10%)N/A (flat)N/A (grows) page 5