1. DRAFT ATTORNEY-CLIENT PRIVILEGED Key Valuation Drivers -- Overview Note: Analysis assumes 11.5% discount rate and 3% rate of inflation where applicable. Key DriversDescription # / Frequency of Future Films Release pattern of future films is assumed to be consistent with history Release of future films is probability-weighted to account for the fact that only one franchise (Bond) has exceeded 20 films Future Film Box Office Range Previous Spider-Man films averaged $832MM of WWBO and trailed only The Dark Knight (with $1BN) amongst superhero films Median WWBO for large-scale superhero films is $422MM % Change in Merchandise Sales with Decreases in Box Office in Downside Risk Cases Given the broad awareness and attendance of Spider-Man 3, there is limited ability for future films to contribute more to the popularity of merchandise If future Spider-Man films underperform, it may negatively impact merchandise sales, but likely not on a one-to-one basis % Growth in Merchandise Highest Cases Eliminating all commissions paid to 3 rd party sales agents could increase retained revenues by roughly 9% Expanding international merchandise to 60% of sales (from 50% currently) could generate an additional 25% growth Achieving all growth opportunities takes time to achieve; assumed to approach 25% growth and phase in over the next 3 films % Decline in Merchandise Downside Risk Cases Spider-Man merchandise faces increased competition Spider-Man 3 was released in a year with 3 total superhero films, none in the same month Spider-Man 4 will be released in a year with 6 total superhero films, including a Batman film and X-Men film in the same month page 0

2. DRAFT ATTORNEY-CLIENT PRIVILEGED Key Valuation Drivers – Summary of Assumptions 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 Probability of future films starts at 100% for Spider-Man 4 and declines roughly 5% per film thereafter 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 0% correlation when box office remains high or grows 50% correlation in low box office cases; implies if box office is 50% of Spider-Man 3 merchandise declines 25% % Growth in Merchandise Highest Cases In the high case growth in merchandise ranges from 0% to 25% phased in with the release of the next three films % Decline in Merchandise Downside Risk Cases Discount for competition ranges from 0% to 10% page 1

3. DRAFT ATTORNEY-CLIENT PRIVILEGED Key Valuation Drivers – Assumptions by 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 all 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 $600MM to start, then declining $600 to $900MM to start, then declining 900MM to start then declining % Correlation in Merchandise Sales with Decrease in Box Office in Downside Risk Cases 50%50% only when WWBO is less than $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 2