1. ATTORNEY-CLIENT PRIVILEGED DRAFT CONFIDENTIAL Spider-Man License Agreement Update March 2010

2. ATTORNEY-CLIENT PRIVILEGED DRAFT page 1 SPE has identified a potential opportunity to monetize all or a portion of our interest in future Spider-Man merchandising revenues in FY11 If we choose to move forward, now may be the optimal time –Marvel’s leadership on key sales functions has led to disputes and a current audit that could be favorably resolved as part of a transaction –Disney is likely bullish as they seek to drive increased revenues post-Marvel acquisition –There may be risks to merchandising revenues associated with the delay of Spider-Man 4 A portion of our interest could be retained to ensure participation in any revenue upside and we could seek to retain a subset of our consultation and input rights, however likely at a lower valuation Executive Summary

3. ATTORNEY-CLIENT PRIVILEGED DRAFT Note:* Prior to March 2004, Sony led interactive games and apparel deals for film merchandising; Marvel led all other categories. page 2 Spider-Man Licensing Roles and Responsibilities FunctionMarvelSony Sales to Licensees Lead * -- Primary responsibility soliciting and negotiating deals with licensees Reviews all deal memos Drafting License Agreements Lead * -- Drafts and executes agreements Review material changes from memo Style GuideApproval Lead -- reflects film creative and marketing Retail Marketing and Promotions for Films N/A Lead -- sets direction, determines budget Collections, Audits, Anti-piracy, Outside Legal Lead * Consultation rights, input on any settlements Payment of Royalties to Talent N/ALead Sony receives a royalty equal to 25% of all Spider-Man merchandising revenues (both “Film” and “Classic”) For “Classic” merchandise, Marvel leads all functions and consults with Sony on deals Marvel also leads “Film” merchandise license sales activities; Sony’s Consumer Products team reviews all licensing deals (roughly 550 deals for Spider-Man 3) For “Film,” Sony leads retail marketing, promotional activities, and talent relations Responsibilities for “Film” Merchandise

4. ATTORNEY-CLIENT PRIVILEGED DRAFT page 3 SPE Share of Worldwide Spider-Man Merchandising Revenue: Historical Performance (FY02-FY10) Source:SPCP, SPE Legal and SPE CorpDev analysis. Note:1. Historical Classic merch represents what SPE believes SPE should have received per 2004 audit, which includes what Marvel paid + SPE asserted underpayments of $1.5 M in FY02, $5.1 M in FY03 and $8.6 M in FY04. FY05-FY06 figures include current claims from current audit totaling $27.1 M. 2. Film merch for S-M1 and 2 include toy biz merch. 3. FY02-FY10 avg excludes SPE claim for $9.5M in FY09 against advance Marvel received for Hasbro license renewal. S-M 1S-M 2S-M 3 HISTORICAL (Includes Estimated Audit Adjustments) FCST Average 3 $35.4 M Indicates Release Year $9.5 3 122

5. ATTORNEY-CLIENT PRIVILEGED DRAFT page 4 SPE Share of Worldwide Spider-Man Merchandising Revenue: Projected Performance (FY11-FY17) Source:SPCP, SPE Legal and SPE CorpDev analysis. Note:Film merch revenue represents figures net of int’l commissions/taxes/bank. S-M 4 PROJECTED Average $39.4 M S-M 5 Indicates Release Year

6. ATTORNEY-CLIENT PRIVILEGED DRAFT page 5 Status Update on Spider-Man Audits SPE Audit of Marvel SPE auditing Classic merchandise Total claim currently estimated at approximately $42 mil - $47 mil* –$27.1 mil in underpayments –$15 mil - $20 mil in accrued interest Targeting completion of audit report by end of February, with the deadline set at May 2010 Marvel Audit of SPE Marvel focused on auditing film participation in Spider-Man 1 and 2 –Domestic audit nearing completion, although Marvel continues to make additional requests –6 foreign territories preparing for audit to commence in March –Deadline to submit audit report is May 2010 Marvel may submit significant claim despite capturing only 5 cents of every dollar recovered (film participation share at only 5% of gross) Marvel has also noticed film participation audit of Spider-Man 3 but not currently focused on it Marvel launched 6 other audits (3 soundtrack, 2 co-promotions, 1 animated TV) not actively pursuing but may upon completion of current film audits Source:SPE Legal. Note:* Estimates are approximations until the audit is finished.

7. ATTORNEY-CLIENT PRIVILEGED DRAFT Recent events may create a unique opportunity to monetize our participation –Disney has an incentive to own the entire revenue stream as they seek to drive upside –Both SPE and Disney / Marvel could benefit by quickly and favorably resolving open audit issues Key issues need to be considered in evaluating a potential sale –Depending on structure, decreases or eliminates our ability to participate in future upside –Disney has greater visibility to future revenue potential –Spider-Man 4 release timing may contribute to a lower valuation Delay in release puts near-term revenue forecast at below average levels Disney / Marvel will argue there is risk in a reboot strategy –Valuation may be lower if SPE is unwilling / unable to commit to release additional films page 6 SPE Could Sell All or a Portion of its Spider-Man CP Participation to Disney / Marvel

8. ATTORNEY-CLIENT PRIVILEGED DRAFT page 7 A deal would be structured to monetize all or a portion of future merchandise revenue in FY11 If selling a portion of our interest, structure as a reduction to our royalty percentage (e.g., sale of half our interest would reduce our royalty percentage from 25% to 12.5%) Deal could restructure other parts of the agreement to realize additional benefits –Settle all pending arbitrations and audits with Marvel –Amend relevant language to limit future disputes and litigation over issues that have been problems in the past –Remove blackout windows on Classic Merchandising around film release as a potential concession to Disney in negotiations Deal Structuring Considerations

9. ATTORNEY-CLIENT PRIVILEGED DRAFT CONFIDENTIAL APPENDIX

10. ATTORNEY-CLIENT PRIVILEGED DRAFT page 9 Valuation of Total Worldwide Spider-Man Merch Revenues to SPE: Excluding Current Audit Adjustments Source:SPCP and SPE CorpDev analysis. Note:* Based on average of trailing 5-year (FY06-FY10) total merch revenue of $32.9 M before estimated current audit adjustments. Based on perpetuity of FY13-FY17 average merch revenues of $42.0 M for the base case Trailing multiples based on FY06-FY10 average of $32.9 M before estimated current audit adjustments

11. ATTORNEY-CLIENT PRIVILEGED DRAFT SPE Share of Worldwide Spider-Man Merchandising Revenue Source:SPCP, SPE Legal and SPE CorpDev analysis. Notes:1. Marvel paid on Nov. to Nov. qtr. calendar schedule; these calendar pmts. were shifted back by 1-mo. to estimate qtr. allocations to the traditional and fiscal calendars. 2. Current audit includes multi-character advance claim of $27 M + other claims of $550 K from FY05-FY09. 3. FY09 spike is due to Marvel having received a large advance for its renewal of the Hasbro license.

12. ATTORNEY-CLIENT PRIVILEGED DRAFT Total Film merch typically grows significantly from the previous release, and cycle length varies by release timing Source:SPCP. SPE Share of Worldwide Spider-Man Film Merch Revenue