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54.1

30.5

8.53.0 2.6

22.0

9.315.2

10.5 8.6 8.34.7 2.4 1.1

4.6 4.2 4.1 3.21.1

User Generated Store Channel Promotional

User Generated Content is Growing Quickly and Attracting the Largest Audiences for Digital Video

• 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)G

rouper

*

Source: Nielsen NetRatings. Figures as of 8/10/06.* 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.

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Competitors Are Investing in User Generated Video

User Generated Video Creates Value for Traditional Content Owners

User Generated Video Creates 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

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

• Acquired MySpace for $580MM

• Acquired IGN for $650MM and Scout for $170MM

• $900MM search advertising deal with Google

7/18/2005

9/09/2005

8/07/2006

• Acquired Lightningcast for online video ad insertion technology

• Launched free video portal with content from A&E, MTV, Warner

5/18/2006

• Acquired iVillage for $592MM

• Promoting new series on YouTube

3/06/2006

6/27/2006

• Acquired iFilm for $49MM

• Agreed to distribute MTV content over Google’s AdSense network

• Announced pending acquisition of Atom Entertainment for $200MM

10/13/2005

8/07/2006

8/09/2006

8/1/2006

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Competitive Landscape

Technology Capabilities

Low High

Lo

w (

< 3

mm

)H

igh

(>

3m

m)

Exi

stin

g S

ervi

ce P

enet

rati

on

Google (95.3)

Yahoo (106.6)

AOL (74.5)

YouTube (30.5)MySpace (54.1)

Grouper* (3.0)

Brightcove (0.2)

Veoh (1.0)

MLB.com (10.5)Facebook (8.5)

Connect (0.8)

iTunes (22.0)

(Monthly Unique Users in millions)

Source: Nielsen NetRatings. Figures as of 8/10/06.•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 (2.6)

Friendster (1.1)

AddictingClips (1.7)iFilm (2.4)

Revver (0.5)Dailymotion (0.5)

vidiLife (1.2)

VideoEgg (0.03)vimeo (0.3)

MovieLink (0.5)

CinemaNow (0.4) vSocial (0.5)

Guba (1.0)

Roo Media (0.5)

MSN (95.6)

ABC.com (8.3)

MTV Overdrive (4.7)

FOX.com (3.2)

NBC.com (4.6)CBS.com (4.2)

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Grouper Reaches a Younger Demographic (% of Total Unique Users)

13.611.8

18.5

23.0

15.6

2.9

11.012.5

15.0

19.120.0

10.59.8

11.9

15.6

19.320.4

11.2

12-17 18-24 25-34 35-44 45-54 55-64

Grouper Google Yahoo

13.611.8

18.5

23.0

15.6

2.9

8.96.8

20.0

30.2

23.1

9.4

12-17 18-24 25-34 35-44 45-54 55-64

Grouper SPE.com

Somewhat Younger than Users of High-Traffic SitesSomewhat Younger than Users of High-Traffic Sites Significantly Younger than SonyPictures.comSignificantly 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 UsersRoughly Comparable in Age to YouTube Users Grouper’s Heavy Users (1) Younger than MySpaceGrouper’s Heavy Users (1) Younger than MySpace

13.611.8

18.5

23.0

15.6

2.9

11.5

14.2

17.4

19.420.3

8.2

12-17 18-24 25-34 35-44 45-54 55-64

Grouper YouTube

8.0

30.0 31.0

20.0

10.0

16.619.2

13.7

18.6 17.9

6.6

12-17 18-24 25-34 35-44 45-54 55-64

G- Uploaders MySpace

< 1.0

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Grouper Performance Against Competitors

Ease of UseCommunity

ConnectionsFeaturesQuality of Content P2P Client

TechnologyTechnology ContentContent ManagementManagement

Strength of Leadership

MonthlyUnique

Users (mm)

3.0

1.7

0.5

1.0

2.4

2.6

0.03

1.0

0.5

1.2

0.3

0.5

30.5

• Strong, experienced team

• Unknown

• Unknown

• Weak team

• Strong (but captive to Viacom)

• Unknown

• Unknown

• Average

• Unknown

• Unknown

• Unknown

• Unknown

• Young, limited experience

Source: Grouper Management and SPE assessment

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Create: Edit & Mix Create: Edit & Mix

The Online Video Value Chain: Current Focus of Leading Services

Share Share WatchWatch

page 7

• Slick interface feels more like an application than a web page

• Scales videos to a larger size than other sites

• Videos don't autoplay and there is no indication of what portion of the video has already been downloaded

• Best online editing options • Operates on a time-line and provides a

large library of pro-level features, making it as functional as typical desktop editors

• Splice footage, reorder the shots, add music, photos, transitions, even effects—like iMovie in an online interface.

• Email to a friend, embed in a web page (worked flawlessly in Wordpress).

• Bright and colorful interfact• Tagging, forums, groups• Very limited community features

• Simple editor enabling trimming (beginning and end), reordering of clips on a frame level basis, addition of music and photos

• Send video created to a phone• Post to a group, invite a friend to the

service (but not directly to your clip).

• Allows tagging of video files• Includes deep tagging of parts of video

files• Viewers are later able to skip to the

identified clip by clicking on the tag

• Breaks video into frames• Users can trim the file extensively, including

linking several video files and removing any portion(s) of files

• Mashups with other users’ public or shared videos can also be created

• Sharing Through emails, blogs etc

• Full range of features include community, sharing, posting, blogging and editing

• Also features sell-through and rental of studio, as well as independently filmed and produced clips

• Movies can be “remixed” using online editing tools

• Allows users to grab any (approved and licensed) movie from the site and remix it to create personalized movies

• Users can create their own online TV channels by adding clips, videos, and movies they find on the site

• Users can blog about videos, review them and generally act as a mini-programming executive

• Full functionality, requires an application download

• Windows Media Player-based (converts other formats)

• Enables rating, tagging, groups, and RSS feeds

• Enables users to create mash-ups of their videos and photos, set to music ("groovies").

• Supports posting directly to MySpace, Friendster, eBay, WordPress, and others

• Enables downloading to hard drive, iPod, and PSP

Overview of Mash-up Applications

InterfaceInterface EditingEditing SharingSharing

8

Media Coverage Has Been Positive, Citing Grouper’s Value as a Standalone Service and the Opportunity to Leverage Sony Content and Devices

A good strategic grab. Grouper was a shiny target for Sony.(Business Week Online)

A good strategic grab. Grouper was a shiny target for Sony.(Business Week Online)

Immediately gives Sony a significant presence in Internet video distribution.(Variety)

Immediately gives Sony a significant presence in Internet video distribution.(Variety)

Reinforces positive investment thesis for the broadband video sharing subsector, driven by: (1) strong usage growth, (2) current excess of demand relative to supply of advertising inventory, (3) synergies with mainstream content, (4) the proliferation of digital video capture devices for consumers, and (5) innovation in consumer-oriented video editing tools.(Rutberg & Co)

Reinforces positive investment thesis for the broadband video sharing subsector, driven by: (1) strong usage growth, (2) current excess of demand relative to supply of advertising inventory, (3) synergies with mainstream content, (4) the proliferation of digital video capture devices for consumers, and (5) innovation in consumer-oriented video editing tools.(Rutberg & Co)

Gives Grouper access to Sony’s television and movie content, enabling it to develop video community sites around the new material, thus generating more traffic and ad dollars.(Business Week Online)

Gives Grouper access to Sony’s television and movie content, enabling it to develop video community sites around the new material, thus generating more traffic and ad dollars.(Business Week Online)

A way to distribute video content through broadband Internet connections directly to the TV.(Variety)

A way to distribute video content through broadband Internet connections directly to the TV.(Variety)

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Grouper Has Provided SPE an Entrance into the Growing and Quickly Evolving User-Generated Video Space

• Partnerships forming to extend user generated video across platforms

• Content owners have determined that User-Generated Video sites are a viable means of distribution

• Warner Music licensing music and videos to YouTube, through a revenue sharing agreement

• Acquired Atom Entertainment for $200MM

• Yahoo!/Current TV distributing programmed channels of high-quality user generated content across TV and PC

• Signed an exclusive promotional deal with Helio allowing users access to their MySpace homepage via mobile device

Grouper must respond quickly to remain competitive

• User generated video is demonstrating the ability to create hits with mass market potential

• “Lonelygirl15” generated over 5MM views and has now become a serial on Revver

• Brooke Brodack, a popular poster on YouTube, recently received a production deal from Carson Daly Productions

Trends Examples

• Important channel for promoting studio content

• Sony Pictures releasing trailers of upcoming films on Grouper

• Sony Pictures and other studios regularly creating character pages to promote new releases