CONFIDENTIAL

Grouper: M&A Strategy

DRAFT

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Acquisition Considerations

Considerations Recommended 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

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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

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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

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Tier 1 M&A Candidates

Company M&A Benefits Description Audience(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 UUs • Approximately $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 UUs • Approximately $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 UUs • Approximately $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 UUs •Approximately $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 UUs Approximately $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 UUs • Approximately $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

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Tier 2 M&A Candidates

Company M&A Benefits Description Audience(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

Content • Focuses on jokes, humor, and animation• Includes sponsored content (e.g., Bud

Light commercials)

0.6MM UUs • Raised undisclosed amount of funding from Polaris in June 2006

Revision3

SF, CA

Content • Positioned as an online TV network• Produces its own original content• Founded by Digg’s founders

0.02MUUs • Raised $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 UUs • Raised $6.77MM in first round• Investors include Trinity and Sutter

Hill

Blip.tv

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 UUs • Raised undisclosed amount of funding in a July 2006 Series A round

Imeem

Palo Alto, CA

Functionality • Combines 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

0.2MM • Venture backed by Morgenthaler Ventures

(1) Monthly Unique Users per Nielsen Net Ratings

CONFIDENTIAL

APPENDIX(Profiles on Heavy, Break, Digg, Bix, PhotoBucket)

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Break.com: Summary Overview 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.)

1.4 1.9 1.3

16.1 21.5 15.3

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%

2.6 2.53.5

2.6 2.9 3.3

Jul-06 Aug-06 Sep-06

Jul-06 Aug-06 Sep-06

MM NR

*

Internal break.com sources estimate uniques of approx 13MM

9

Case study: Break.comCase study: Break.comFunctionality Functionality

Break.com demo

Advertising:

• Banner ads – no pre-rolls or text

Content

• User-generated

• Share it with friends (viae-mail)

• Embed & blog it

Interactivity:

• Promote to home page

• Rate It

• Recommend

• Comment

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Heavy.com: Summary Overview 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.)

0.9 1.0 0.6

1.5 1.2 1.0

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%)

8.3 7.5 6.8

3.0 3.5 2.7

Jul-06 Aug-06 Sep-06

Jul-06 Aug-06 Sep-06

MM NR

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Case study: Heavy.comCase study: Heavy.comFunctionality Functionality

Heavy.com demoAdvertising:

• Banner ads

• Pre-rolls

Content sharing:

• Heavy/ partner produced channels

• Share it with friends (viae-mail)

• Blog it

Interactivity:

• Rate It

• Comment

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Digg.com: Summary Overview 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. revenuesin 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.)

0.6 0.5 1.2

2.2 2.1 2.5

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%

1.2 1.2 1.31.6 1.8

2.1

Jul-06 Aug-06 Sep-06

Jul-06 Aug-06 Sep-06

MM NR

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Case study: Digg.comCase study: Digg.comFunctionality 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 (viae-mail)

• Blog it

Interactivity:

• Edit It

• Rate (Digg) It

• Comment

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 & Investors Unique Users(in thousands)

Number of Rounds: 1

Total Amount Raised ($ in mm): $6.77

Investors:

Geoff Ralston

Name Title Prior Experience

Mike Speiser Co-founder & CEO

VP and Technology Advisor to Symantec CEO

Co-founder of Epinions

Geoff Ralston Director Chief Product Officer of Yahoo!

Jeremy Burton Director Symantec Group President

Jim White Director Sutter Hill Ventures

Larry Orr Director Trinity Ventures

32

220

500

750

1000

Aug-06 Sep-06 Oct-06 Nov-06 Dec-06

Citigroup Estimates

1

Bix was launched on August 8th, 2006

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

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PhotoBucket Overview