1. CONFIDENTIAL Grouper: M&A Strategy DRAFT

2. page 1 Acquisition Considerations ConsiderationsRecommended Approach Audience Content Functionality Critical to success Important to build early (network effect; virtuous cycle) Challenging to build organically Target companies with audience but no differentiated content or functionality generally overvalued High priority acquisitions; only if coupled with differentiated content or technology Budget for significant investment Differentiated content can drive audience Opportunities exist to broaden Grouper with SPE owned content Near-term focus on licensing deals and SPE owned content Potential to supplement with limited, point-acquisitions Differentiated functionality more likely to retain than attract audience Focus on building in-house Enter near-term licensing relationships as needed Limited potential for point acquisitions

3. page 2 Acquisition Considerations Content + Functionality Lower Priority Acquisitions Potential for small to medium acquisitions Functionality Lower Priority Acquisitions Potential for small acquisitions to round-out feature set Audience Avoid acquisitions of audience without differentiated content or functionality Audience + Content High Priority Acquisitions May require significant investment Audience + Functionality High Priority Acquisitions May require significant investment Content Lower Priority Acquisitions Potential for small point acquisitions to address specific demographics

4. page 3 Content College Humor (0.9) JibJab (0.6) SingingFool/VideoDetecitve Broadband Sports (0.1) RocketBoom(0.04) Ruckus (0.02) Revision3 (0.02) Channel 101 (0.02) Content + Functionality Pure Video (0.9) Castpost (0.2) Now Public (0.09) Bix (0.08) Blip.tv (0.06) Dave.tv (N/A) 1 1 Audience + Functionality PhotoBucket (12.0) Roo Media (N/A) Six Apart (10.4) Image Shack (9.3) Xanga (5.5) Reunion (4.7) MetaCafe (3.1) Digg (2.1) Friendster (1.0) Tagged (0.8) Functionality Meetup (0.7) Piczo (0.5) Text America (0.5) Imeem (0.2) VideoEgg (0.2) eyeSpot (0.2) MotionBox (0.2) Famster (N/A) Potential Acquisition Candidates Audience AddictingClips (1.9) Putfile (1.4) DailyMotion (0.8) vMix (0.8) vidiLife (0.8) ManiaTV (0.6) Revver (0.5) Vimeo (0.5) Audience + Content Break.com (3.3) eBaum’s World (3.0) Bolt.com (2.9) Heavy.com (2.7) 2 2 2

5. page 4 Tier 1 M&A Candidates CompanyM&A BenefitsDescriptionAudience (1) Estimated Valuation Range Roo (2) New York, NY Audience Functionality Video syndication platform Hosts and streams to third party sites Not a standalone destination site 5.8MM Unique Video Streamers (primarily syndicated) $33MM (Public RGRP.OB) $200K debt Break Los Angeles, CA Audience Content Skews toward 15-35 year old male demo Owns most content (pays up to $1000 for featured videos) Focus on humor, sports, games 3.3MM UUsApproximately $150-$250MM based on Digg and Heavy comps Being shopped by Montgomery, bankers to provide guidance Heavy New York, NY Audience Content Skews toward 15-35 year old male demo Mix of video, animation, and games created by Heavy and/or its partners 2.7MM UUsApproximately $200MM per paidcontent.org Polaris led $10MM round in (1/06) Digg SF, CA Audience Functionality Focuses on user ratings Content is a mix of categorized text (primary) and video (secondary) postings from blogs, news, and other sites 2.1MM UUsApproximately $150MM Passed on Newscorp offer because it was <$150MM Bolt New York, NY Audience Content Skews younger (31% 12-16, 32% 18-34) Content, includes video, photos, music Some social net features on Bolt2.com 2.9MM UUsApproximately $150-$250MM based on Digg and Heavy comps Rumored to be for sale Metacafe Palo Alto, CA and Tel Aviv, Israel Audience Functionality Primarily a UGV destination Recently tested user rev sharing Has a robust on-site search tool 3.1MM UUsApproximately $150-$250MM based on Digg and Heavy comps PhotoBucket Palo Alto, CA Denver, CO Audience Functionality Hosts photos and videos, enables linking to sites like MySpace and Blogger 12.0MM UUsApproximately $250-$450MM based on rough guidance from Jeffries Trinity led $10.5MM round (5/06) (1)Monthly Unique Users per Nielsen Net Ratings except for Roo (2)Roo audience estimate is of unique streamers

6. page 5 Tier 2 M&A Candidates CompanyM&A BenefitsDescriptionAudience (1) Valuation Considerations Pure Video Los Angeles, CA Content Functionality Operates a video search engine in partnership with Pixsy Runs StupidVideos and Grind (action sports videos) 0.9MM UUs StupidVideos=596K Grind = 282K Raised $5.6MM from Soft Bank in December 2005 JibJab Santa Monica, CA ContentFocuses on jokes, humor, and animation Includes sponsored content (e.g., Bud Light commercials) 0.6MM UUsRaised undisclosed amount of funding from Polaris in June 2006 Revision3 SF, CA ContentPositioned as an online TV network Produces its own original content Founded by Digg’s founders 0.02MUUsRaised $1MM in funding from Marc Andreessen and Greylock Partners in September 2006 Bix Palo Alto, CA Content Functionality User-generated contest site Users create and enter online talent competitions 0.08MM UUsRaised $6.77MM in first round Investors include Trinity and Sutter Hill Blip.tv Content Functionality Hosts high quality “Prosumer” shows Syndicates and licenses out tech (e.g., Oxygen is a licensee) Lets producers opt-in for post-roll ads 0.06MM UUsRaised undisclosed amount of funding in a July 2006 Series A round Imeem Palo Alto, CA FunctionalityCombines instant messaging and social networking Users can use any of their IM services from one application Shows full profiles with photos, music, videos and blogs from users’ buddy list 0.2MMVenture backed by Morgenthaler Ventures (1)Monthly Unique Users per Nielsen Net Ratings

7. CONFIDENTIAL APPENDIX (Profiles on Heavy, Break, Digg, Bix, PhotoBucket)

8. 7 Break.com: Summary Overview Background  Established in 1998 as Big-Boys.com, a video-sharing site  Purchased in May 2004 by Keith Richman, co-founder of Billpoint, and changed name to Break.com  100% owned by Richman and a few business partners – has never taken any venture financing  Based in Beverly Hills, CA with 20 employees Content  Online entertainment network and community powered by traditional user-generated content  Content base skews toward 15-35 year old male- oriented humor, sports and racy categories  Majority of the content is original and created by users specifically for Break.com  Pays $250/ video for videos it wants to feature, incentivizing users to create high-quality videos (est. to spend ~$250K/ month buying user videos)  Generate revenue through banner ($20 CPM) and text ads only – no pre-rolls User Metrics Partnerships  Leverages AdBrite to sell its banner and text ads  Established partnerhsip with Amp’d Mobile in Nov. 2005 to distribute videos through mobile, charging $2.99/ month for unlimited access Unique Users (MM) Web page views (B) Time/ person (min.) 1.41.9 1.3 16.121.515.3 Source: Nielsen//NetRating used for page view, time data, AdBrite; BambiBlogs.com; Break.com; Multichannel News; Amp’d Mobile; PureVideo; ComScore Video Matrix Note: estimated to generate ~100MM streams/ month 3-mo. growth: 12.8% * Internal break.com sources estimate uniques of approx 13MM

9. 8 Case study: Break.com Functionality Break.com demo Advertising: Banner ads – no pre-rolls or text Content User-generated Share it with friends (via e-mail) Embed & blog it Interactivity: Promote to home page Rate It Recommend Comment

10. 9 Heavy.com: Summary Overview Background  Established in 1999 as a P2P digital content sharing site by Simon Asaad & David Carson  Polaris venture capital holds a 25% stake in Heavy  Polaris lead a $10MM round in January 2006  Expected to generate ~$20MM adv. revenues in 2006, a 300% increase over 2005 (recently valued at ~$200MM – source: paidContent.org)  Based in New York, NY with 20 employees Content  Broadband entertainment network focused on providing high-quality content  Content base skews toward 18-34 year old male- oriented humor and racy categories  Content is a mix of video, animation, and games created by Heavy and/or its partners, e.g., NBC delivered through distinct channels  Generates revenue through banner ads, pre-rolls, and branded production, e.g., Burger King videos  Ad sales and marketing conducted internally User Metrics Partnerships  Recently announced partnership with TiVo to provide content for TiVo’s VoD service  Established partnership with Verizon Wireless in April 2006 and created a channel on Vz’s V Cast subscription mobile offering  Parnter with Sony PSP, video iPod, and Virgin Mobile to distribute non-wireless mobile content Unique Users (MM) Web page views (B) Time/ person (min.) 0.91.0 0.6 1.51.21.0 Source: Nielsen//NetRating used for page view, time data, Heavy.com; Multichannel News; PureVideo; ComScore Video Matrix; paidContent.org; FT.com; VCMike’s Blog Note: estimated to generate 80-90MM streams/ month 3-mo. growth: (5.4%)

11. 10 Case study: Heavy.com Functionality Heavy.com demo Advertising: Banner ads Pre-rolls Content sharing: Heavy/ partner produced channels Share it with friends (via e-mail) Blog it Interactivity: Rate It Comment

12. 11 Digg.com: Summary Overview Background  Established in Nov. 2004 as an information and news sharing site by Kevin Rose  Closely held (Rose owns ~30-40%) with minimal venture financing – received $2.8MM round in Oct. 2005 to support initial growth  Expected to generate ~$3MM in adv. revenues in 2006 (recently valued at $200MM – source: BusinessWeek, 8/2006)  Based in San Francisco, CA with ~20 employees Content  Online user-driven news/ information community  Target IT professionals, developers, professional “geeks” and news junkies  Content is a mix of categorized text (primary) and video (secondary) postings from blogs, professional news sites and random Web sites  Users tag news stories they like (dig) and dislikes, driving what content appears on the home page  Generate revenue through banner and text ads only – focused on growing audience with minimally invasive advertising User Metrics Partnerships  Leverages Federated Media to sell its banner ads  Digg.com founders started a video production company, Revision3, in Sept. 2006  Focused on high-end humor and tech content targeted at young, tech-oriented people  Advertising model is 1950s throwback – based on sponsors named in advance of ‘shows’ by hosts Unique Users (MM) Web page views (B) Time/ person (min.) 0.60.5 1.2 2.22.12.5 Source: Nielsen//NetRating used for page view, time data, Digg.com; Multichannel News; PureVideo; ComScore Video Matrix; Federated Media; HowStuffWorks.com; BusinessWeek (8/06); Red Herring Note: estimated to generate 20-30MM streams/ month 3-mo. growth: 13.8%

13. 12 Case study: Digg.com Functionality Digg.com demo Advertising: Limited banner and text ads No pre-rolls (link directly to other video sites, e.g., YouTube) Content User-posted and recommended Share it (via e-mail) Blog it Interactivity: Edit It Rate (Digg) It Comment

14. Bix.com Strategic Profile Based in Palo Alto, California Workforce of 16 employees, mostly engineers from eBay Formerly known as 900Seconds.com, Bix.com operates a user-generated contest site Enables consumers to create their Web-based talent competitions and enter existing competitions Currently, the website is ad-free, depending solely on corporate-sponsored contests for revenue –Bix.com is seeking alternative revenue sources, including advertisements on its site and user-generated ringtones Management Team / Board of Directors Funding History & InvestorsUnique Users (in thousands) Number of Rounds:1 Total Amount Raised ($ in mm):$6.77 Investors: Geoff Ralston NameTitlePrior Experience Mike SpeiserCo-founder & CEO VP and Technology Advisor to Symantec CEO Co-founder of Epinions Geoff RalstonDirectorChief Product Officer of Yahoo! Jeremy BurtonDirectorSymantec Group President Jim WhiteDirectorSutter Hill Ventures Larry OrrDirectorTrinity Ventures Citigroup Estimates 1 Bix was launched on August 8 th, 2006

15. Positive Reviews for Bix.com “Two of the biggest phenomena in pop culture have been the ‘American Idol’ TV show and the plethora of Web sites that depend on user-generated content … Bix.com hosts contests that include ‘American Idol’-style stuff like singing … Bix is ad-free, depending for revenue solely on corporate-sponsored contests … Bix will seek alternative revenue sources, including advertisements on its site and user-generated ringtones.“ - Walter S. Mossberg & Katherine Boehret “American Idol proved not just that we love watching the highs and lows of wannabe superstars, but that a surprising number of us wanted to be up there … Bix, a company enabling public and private contests online … is trying to address a real business problem: diminishing effectiveness of brand advertising … [it] believes controlled sponsorship of a legally sanctioned online contest … is a powerful brand advertising ” - Neil Kjeldsen Will Bix Kill the Record Industry? “The idea behind Bix is neat -- a combination of American Idol and YouTube's lip syncing madness. Basically, anyone can set up a contest -- karaoke, lip- syncing, beauty, whatever … If Bix really takes off, then bands who win "best original song" contests will have a built-in audience to buy their music. And who needs the record industry to press CDs or make deals with iTunes then?” - Mark Frauenfelder “Bix is a platform for creating contests online much in the mold of American Idol … The company plans to allow end-users to download their own audio clips and use them as ringtones for a small charge. Eventually the same content could be sold to others, and at that point the company is going to split the proceeds with the creators … Bix is hoping to cash in on the shift of ad- dollars to the online medium … these contests will be ideal vehicles for brand advertising.” - Om Malik 2

16. page 15 PhotoBucket Overview