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Confidential Draft

Embassy Row Acquisition Update July 2008. Confidential Draft. Executive Summary. Reality remains a critical growth area for SPE and requires further investment Sector offers attractive program economics and continues to grow

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Confidential Draft

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  1. Embassy Row Acquisition Update July 2008 Confidential Draft

  2. Executive Summary • Reality remains a critical growth area for SPE and requires further investment • Sector offers attractive program economics and continues to grow • Through 2waytraffic, SPE has secured strong international distribution • Additional U.S. product is needed to fill 2way’s distribution capacity • U.S. formats of 2way’s product will also create new value • Michael Davies will serve as a cornerstone of our domestic strategy • Davies has a strong track record, is credible internationally, and works well with 2way • ER earnings are expected to be below CY08 budget. We continue to believe in Davies’ potential and do not anticipate a significant negative impact on overall economics • Substantive terms have been agreed (in-line with previous discussions: $25MM at close, up to an additional $50MM of earn-outs) • We recommend formalizing the term sheet to acquire Embassy Row • Sign term sheet • Finalize long-form and complete confirmatory diligence • Target closing early October

  3. Fit with 2waytraffic Market Factors / Timing Track Record Strategic Rationale • History of success with shows like “Who Wants to be a Millionaire?” and “Wife Swap” • Now focusing on reinvigorating Sony brands (e.g., “Million Dollar Pyramid” and “Newlywed Game”) and launching new shows with global potential (e.g., “Take the Money and Run”) • Well regarded both domestically and internationally • Strong relationships with networks in multiple territories International Credibility • Creates new formats that leverages 2way's distribution capacity • Valuable sales asset for selling new ER formats, SPT library formats, and 2way formats in the U.S. • Driving force behind 2waytraffic’s format “All-Star Mr. and Mrs.” being developed for the U.S. (likely with CBS) • Reality producers / production companies are quickly being locked-up (Lisa Levenson, Tom Forman, Ryan Seacrest) • Davies has one of the best track records amongst reality producers; may be acquired by another studio if not by SPT

  4. CY 08 FY 09 Deal NPV CY 07 Financial Performance • Operating income was in-line with previous projections • $3.3MM actual vs. $3.4MM budget • YTD is below budget, full year is expected to be below budget • Earnings through May are ($378K) vs. prior year through May of $892K • Full year profits estimated to be roughly $1MM vs. budget of $3.5MM • FY09 EBIT impact on SPE will be better than SPE budget, due largely to timing • $118K including P10, ($1.0M) before P10 vs. budget of ($3MM) • Later close of acquisition results in less deal amortization during the fiscal year • Earlier quarters (pre-acquisition) included losses; December and March quarters expected to be more profitable • Decreased estimates for incremental investment • We believe Davies will still generate successful new shows and that the deal will remain NPV positive under the current structure

  5. Deal Structure • $25MM cash at close • Up to $50MM of additional earn-outs • Value of earn-outs would be calculated in Year 6 as: 7x (Average of Years 5-6 EBITDA) minus $25MM advance • Earn-out payments would be made between Year 6 and Year 10 • 10% of earn-out paid to employees in Year 6 • 10% of earn-out paid to employees in Year 7 • 80% of earn-out paid to Davies over Years 6-10 if Davies meets minimum EBITDA targets • Earn-out payments can be accelerated if Davies exceeds EBITDA goals Max Total Consideration: $75MM PV(1) of Max Total Consideration: $41MM(1) - $45MM(2) Note: (1) PV of up-front payment and maximum earn-outs fully vested in Years 6-10 at 16.5% discount rate (2) PV of up-front payment and maximum earn-outs fully vested in Year 6 at 16.5% discount rate

  6. Base Case (Prior) Base Case (New) Financial Impact – Base Case NPV (10-year) Incremental EBITDA: $21.0 Value of Exit (2): $16.1 Total Consideration: ($25.0) Net Present Value (3): $12.2 Nominal (10-Year) Incremental EBITDA: $52.8 Terminal Value: $74.2 Total Consideration: ($25.0) Consideration / EBITDA: 47% NPV (10-year) Incremental EBITDA: $17.8 Value of Exit (2): $12.9 Total Consideration: ($25.0) Net Present Value (3): $5.7 Nominal (10-Year) Incremental EBITDA: $43.8 Terminal Value: $59.4 Total Consideration: ($25.0) Consideration / EBITDA: 57% Notes: Difference between total EBITDA and Incremental EBITDA is the portion of shows we own under Davies’ current deal Old Cases assume ER is owned for all of FY09 while New Cases assume ER is owned as of October 1, 2008 Assumes a risk adjusted discount rate of 16.5% for all NPV calculations (1) If ER secures 5% chargebacks, EBIT in FY10 - FY13 would be ($0.1), $1.9, $3.6 and $6.1, NPV would be $18.1MM (2) Includes exit at 11x multiple (3) Includes $25MM up-front, incremental EBITDA less earn-outs, plus exit at 11x

  7. Cumulative Incremental EBITDA and NPV: New and Prior Base Case • Value associated with properties currently on-air has decreased • Largely offset by decrease in required investment in overhead and development as a result of the ability to leverage 2waytraffic and ER’s currently increased staff • Value of properties in development is largely unchanged • Values of new properties could be higher if ER network contracts include chargebacks (1) Note: (1) If ER secures chargebacks of 5% of budget on new shows, NPV is $18.1M, if Davies hits his forecast his NPV would be $44.4M. (2) Includes only portion of P10 acquired from Davies.

  8. Key changes in Model: “Base Case” Current Approach Changes from Prior Slate • Davies’ “New” slate, but eliminate chargebacks on new shows • New shows including 2 modest format successes in the next 3-5 years • P10 on GSN, declining format profits, no syndication and no local language production • Begins w/ Davies’ updated slate • Smaller shows (WSOPC, Chain Reaction, Grand Slam) no longer on-air • New shows added (Newlywed, Pyramid) • Format profits on new/library shows more modest compared with format profits on network shows in prior model • P10 moved to GSN from CBS, formats/ syndication fees and local language production reduced • Incremental Investment • Reduced to $1.2MM - $2.2MM of investment in HC and development • Reduced investment from prior estimate of $3MM - $6MM due to: • Ability to leverage 2way for acquisition and distribution • Davies now has more HC in place • Interactive • $1.9MM (CY07 actuals) growing at 5% • Increased from $1.5MM growing @ 5% based on actual performance • Ancillary • Excluded • No Change Sports and Film • Excluded • No Change

  9. Incremental Investment (Prior) Incremental Investment (New) Incremental SPT Investment New Case vs. Prior • Incremental investment was modeled prior to 2waytraffic acquisition • $300K-$2.4M of headcount costs • 2-3 Acquisition headcount • 1-3 Development headcount • 1-3 Administration headcount • An additional 5 Embassy Row headcount converted to full-time employees • $2.0-$2.5M of self-funded pilot costs • $0.0-$2.0M for development and acquisitions • New incremental investment assumes ability to leverage 2waytraffic • Current ER and 2way working relationship is already bearing fruit with the development of “Celebrity Mr. and Mrs. “ • Reduced headcount costs to $700K-$1.7M • 2 Acquisition headcount • 1 Development headcount • 1-2 Administration headcount • 1 Finance headcount • 2 additional Embassy Row headcount converted to a full-time employees • $0 in self-funded pilot costs • $500K for development and acquisitions

  10. Timing and Next Steps

  11. APPENDIX

  12. Comparable Transaction Analysis Davies CY07 EBITDA: $3.3M Implied Market Value at 11-12x: $36M - $40M Total Initial Consideration: $25M Note: (1) Based on expected Sony Base Case consideration of $353 and CY07E projections.

  13. Davies Case (Old) Davies Case (New) Financial Impact – Davies Case NPV (10-year) Incremental EBITDA: $56.6 Value of Exit (1): $41.4 Total Consideration: ($40.8) Net Present Value (2): $57.2 Nominal (10-Year) Incremental EBITDA: $139.2 Terminal Value: $190.6 Total Consideration: ($73.3) Consideration / EBITDA: 53% NPV (10-year) Incremental EBITDA: $49.6 Value of Exit (1): $35.6 Total Consideration: ($40.8) Net Present Value (2): $44.4 Nominal (10-Year) Incremental EBITDA: $120.6 Terminal Value: $163.8 Total Consideration: ($75.0) Consideration / EBITDA: 62% Notes: Difference between total EBITDA and Incremental EBITDA is the portion of shows we own under Davies’ current deal Old Cases assume ER is owned for all of FY09 while New Cases assume ER is owned as of October 1, 2008 Assumes a risk adjusted discount rate of 16.5% for all NPV calculations (1) Includes exit at 11x multiple (2) Includes $25MM up-front, incremental EBITDA less earn-outs, plus exit at 11x incremental EBITDA in FY18

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