Confidential Draft Embassy Row Acquisition Overview APPENDIX February 2008 BACK-UP DETAIL FOR STRINGER

1 $20.0MM up-front payment Up to $28.0 MM of earn-outs tied to exceeding EBITDA thresholds and generating recurring profits –Available earn-out = (EBITDA Above Threshold) x 66%; subject to a cap each year –50% of available earn-out paid regardless of earnings quality –50% of available earn-out multiplied by: (recurring profits (2) /target) 4 year employment contract, after which: –If Davies chooses not to stay; he is subject to a 2 year non-compete –If Davies wants to stay; SPT may retain him for 2 years –If Davies wants to stay and SPT doesn’t retain him; he is not subject to a 2 year non-compete Current Deal Structure Max Total Consideration: $48.0 MM PV (1) of Max Total Consideration: $35.7MM Note: (1) PV of up-front payment and maximum earn-outs at 16.5% discount rate (2) Syndication Profits + International Format Fees FY09FY10FY11FY12FY13Total Maximum Earn-Out Cap$0.0$4.0$6.0$8.0$10.0$28.0 Threshold EBITDA$0.0$5.0$7.0$10.0$15.0$37.0 Minimum EBITDA to Fully Earn-out$0.0$11.1$16.1$22.1$30.2$79.4 Recurring Profit TargetN/A$5.0$10.0$15.0$25.0

2 Additional Earn-outs May be Required to Close the Deal Max Total Consideration: $98.0MM PV (1) of Max Total Consideration: $63.2MM Note: (1) PV of up-front payment and maximum earn-outs at 16.5% discount rate $20.0MM upfront payment (per current deal structure on p.4) $28.0MM earn-outs (per current deal structure on p.4) $50.0MM of additional earn-outs tied to exceeding “Upside EBITDA Threshold” –Available earn-out = (EBITDA Above Threshold) x 25%; subject to a cap each year Maximum “Upside” Earn-Out$0.0$5.0$10.0$15.0$20.0$50.0 Upside EBITDA Threshold$0.0$11.1$16.1$22.1$30.2$79.4 Minimum EBITDA to Fully Earn-out$0.0$31.1$56.1$82.1$110.2$279.4 FY09FY10FY11FY12FY13Total Any additional earn-outs would be tied to significant EBITDA upside

3 Note: (1) NPV at 16.5% = PV of Acquired EBITDA + PV of Exit at 10x – PV of Consideration Current Deal StructureMaximum Earn-out Low Medium High Maximum Earn-outs Require Davies to Create Greater Value for SPE Current Proposal Potential “Upside” Proposal

4 Assumptions Earn-out Cap:$10.0M Threshold EBITDA:$15.0M EBITDA Achieved:$19.1M Recurring Profit Target:$25.0M Recurring Profit Achieved:$22.3M Example Earn-out Calculation (Mid-case FY13) Calculation EBITDA Above Threshold = ($19.1-$15=$4.1) Available Earn-out = (66% x $4.1 = $2.7) –50% of Available Earn-out paid automatically = (50% x $2.7 = $1.35) –50% of Available Earn-out subject to Ratio = (89% x $1.35 = $1.2)  (Ratio = $22.3/$25.0 = 89%) Total Earn-out Paid $2.55M

5 Key Assumptions – Current Deal Structure Low CaseMid CaseHigh Case Model Assumptions Chargeback: 0% Interactive Growth: 0% Chargeback: 0% Interactive Growth: 5% Chargeback: 5% Interactive Growth: 10% Model Assumptions Acquired EBITDA (1) : $5.3 Value of Exit (2) : $18.2 Total Consideration: ($21.9) Net Present Value: $1.5 Consideration / 2007 EBITDA (3) : 6.3x Notes: Assumes a risk adjusted discount rate of 16.5% for all NPV calculations (1) Includes value of new shows and excludes value of shows created under current contract (i.e., excludes P10 from incremental value calculation) (2) Includes exit at 10x multiple in 2013 (3) Assumes $3.5M in EBITDA for 2007 Acquired EBITDA (1) : $5.7 Value of Exit (2) : $19.7 Total Consideration: ($22.1) Net Present Value: $3.3 Consideration / 2007 EBITDA (3) : 6.3x Acquired EBITDA (1) : $9.1 Value of Exit (2) : $29.3 Total Consideration: ($23.4) Net Present Value: $15.0 Consideration / 2007 EBITDA (3) : 6.7x Net Present Value EBIT Recurring Profits

6 Current Structure: Max Earn-out Model Assumptions EBITDA fixed at Format target levels Notes: Assumes a risk adjusted discount rate of 16.5% for all NPV calculations (1) Includes value of new shows and excludes value of shows created under current contract (i.e., excludes P10 from incremental value calculation) (2) Includes exit at 10x multiple in 2013 (3) Assumes $3.5M in EBITDA for 2007 Potential Structure: Max Earn-out Model Assumptions EBITDA fixed at Format target levels Acquired EBITDA (1) : $136.3 Value of Exit (2) : $443.9 Total Consideration: ($63.2) Net Present Value: $517.0 Consideration / 2007 EBITDA (3) : 18.1x Net Present Value EBIT Recurring Profits Comparison of Max Earn-out Cases Acquired EBITDA (1) : $26.4 Value of Exit (2) : $71.1 Total Consideration: ($35.7) Net Present Value: $61.8 Consideration / 2007 EBITDA (3) : 10.2x

7 (1)Source: Jeffries Comparable M&A Multiples Support Proposed Valuation Median Multiple ER Figures (MM) Implied Value (MM) Sales1.6x$28.6$45.8 EBITDA11.7x$3.4$39.8 EBIT12.9x$3.4$43.9 Average Implied Value (MM) $43.1