Confidential Draft Game Show/Reality Format Business November 2007 DRAFT AS OF:

1 Executive Summary The game / reality format business represents a critical growth area for SPE –Reality shows represent nearly half of the top 20 shows in the demo –The overall demand for reality formats continues to grow –Game / reality shows lend themselves to syndication and international formatting, creating a highly profitable business Michael Davies will be the anchor of our format business –Davies has a proven track record in the space –Davies current deal expires in early 2009 –We need to extend or expand the relationship to provide continuity and a platform for growth An acquisition of Embassy Row is the best method for building our business and securing Davies for the long-term –Evaluated both deal extension and acquisition –An acquisition of ER provides a better long-term platform for growth –Over time, ER will be further expanded through strategic acquisitions of additional production companies in international territories

2 Overall Assumptions for Operations Embassy Row is a viable acquisition with limited incremental investment –Existing ER slate will be extended into syndication and formats sold abroad –New formats will be based on SPE library product, new U.S.-based development, and acquired international formats –9 additional headcount will be hired  3 people to sell formats internationally  3 people to acquire successful international formats for domestic development  3 people to develop additional show concepts in-house SPT will also seek to acquire international production companies to grow Embassy Row into a truly global business –Acquire multiple international production companies to increase local development, sales, and acquisitions –High priority countries for acquisitions include UK, Mexico, and Australia The business will be managed as an independent unit within SPT –Dedicated P&L including all of SPT’s game/reality shows worldwide –Acquired international production Cos. would report directly into this business unit

3 Acquisition Longer relationship; acts as foundation for a global format business Better aligns Davies’ incentives with our own; increases emphasis on long-term profitability More expensive Riskier: Davies must adapt to larger studio structure; SPT takes on Davies existing E&O and other liability exposure Must create long-term enterprise value to justify up-front payment Alternative Deal Structures Pros Cons 2 Year Extension Less expensive; lower risk than outright acquisition Davies continues to operate under the independent structure that made him successful Shorter relationship limits ability to build a full business (more a collection of shows) Davies’ incentives not tightly aligned with ours; can generate EP fees without creating long-term show value Builds Davies’ brand for him to later shop himself to others

4 Deal Structuring Considerations Extension Joint Venture Acquisition If a non-compete is in place, up-front payments are largely attributed to the non-compete and amortized, decreasing near-term profitability If payments are earn-outs in later years and tied to Davies’ remaining with the company, payments are expensed as compensation and decrease earnings in later years Deal extension would require an increase above current OH deal All overhead will be expensed Extension does not help build long-term enterprise value EBIT impact is split in half (for better or worse) If SPT builds a successful business, then SPT sacrifices half of any upside enterprise value Recommendation Acquire through a mix of up-front and year 5 earn-outs Spread impact of deal expense to limit loss to initial year

5 Alternative Deal Structures 2 Year Extension Increase overhead to $2.5MM per year from $1.2MM today (other economics in-line with current deal) SPE owns all copyrights Acquisition Up-front consideration of $25MM Earn-out set at 50% of year 5 EBITDA from all ER related shows (estimated at a $5-8MM earn-out) 5 year contract with Davies, including a non-compete clause

6 Acquisition PV of cash flows (and eventual sale) less purchase price Excludes value of current Davies deal Ranges vary for number of shows and percentage of EP/chargeback fees ($ in MM) Incremental Value of Acquisition vs. Deal Extension 2 Year Extension Lifetime value of shows created during a 2 year deal extension Inclusive of recoupment of EP fees Net of OH expenses ($ in MM)

7 Key Assumptions Base CaseMid CaseHigh Case Model Assumptions EP Fee: 10% Chargeback: 0% Deal Assumptions $25MM cash at close $5.5MM of earn-outs achieved $4MM of amortization for 5 years Profit from Format Business (includes current shows / P10) Incremental Value: Acquisition EP Fee: 10% Chargeback: 5% Deal Assumptions $25MM cash at close $7.0MM of earn-outs achieved $4MM of amortization for 5 years EP Fee: 10% Chargeback: 10% Deal Assumptions $25MM cash at close $8.4MM of earn-outs achieved $4MM of amortization for 5 years Model Assumptions Value of Cash Flows (1) : $7.5 Value of Exit (2) : $22.2 PV of Purchase Price: ($27.6) Incremental value: $2.1 Incremental Value: Extension Value of New Shows (3) : $4.4MM Notes: (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 7x multiple in 2013 based on shows created in 2009 or later (3) Includes value to Sony of shows created in 2009 and 2010 Incremental Value: Acquisition Incremental Value: Extension Value of New Shows (3) : $5.5MM Incremental Value: Acquisition Incremental Value: Extension Value of New Shows (3) : $6.5MM Profit from Format Business (includes current shows / P10) Value of Cash Flows (1) : $12.6 Value of Exit (2) : $32.8 PV of Purchase Price: ($28.2) Incremental value: $17.1 Value of Cash Flows (1) : $17.7 Value of Exit (2) : $43.3 PV of Purchase Price: ($28.9) Incremental value: $32.1

8 Slate Assumptions General Assumptions Begins with Embassy Row Base Slate Eliminates short order cable series, films, TV documentaries, and interactive Increases cable pilots for more conservative pilot/pick-up ratio Adds one acquired product per year Brings one Embassy Row created show into syndication by end of model Pilot / Pick-up Ratio Network Pick-ups / Pilots6/12 50% Cable Pick-ups / Pilots6/17 35% Acquired Product that Airs 5/5 100% Success Rates Year 1 to 25/16 31% Year 2 to 33/5 60% Year 3 to 42/3 67% Model Year 1 to 227% Year 2 to 361% Year 3 to 467% Industry

9 Performance of New Slate (Starting with New Product Developed / Acquired in 2008 or Later)

10 Next Steps Resolve high level price and structural issues with Michael Davies –Review Davies deals that remain outside the acquisition, ensure incentives are aligned –Ensure Davies production capacity will be entirely in-house with SPE –Agree timing for international acquisitions and/or network of international producers –Discuss likelihood network deals will require line item approval –Agree on approach to interactive, documentary, and other ancillary items Submit / negotiate LOI Enter exclusive diligence period Close acquisition Expand Embassy Row team Begin screening complementary acquisition targets

11 Appendix

12 The total number of reality shows on air continues to grow –During season 51 reality shows aired in network primetime a 31% increase over the 39 reality shows aired five years ago Reality shows are also growing as a percentage of network primetime –Reality now represents 27% of the primetime schedule, having grown from 8% of network programming 5 years ago –Reality represents over 40% of summer programming Reality shows consistently generate high ratings –During season, almost half (45%) of the top 20-rated programs among A18-49 were reality programs Industry Performance of Reality Shows

13 Detailed Slate

14 Base Case P&L

15 Mid Case P&L

16 High Case P&L

17 Economics by Show Type