CONFIDENTIAL -- Sony Picture Entertainment Corporate Development Work Product

Grouper Expansion Strategy

Preliminary Work Plan

page 2CONFIDENTIAL -- Sony Picture Entertainment Corporate Development Work Product

Topic / Deliverables Team Date

Increase Audience

Conduct new hire orientation Schapiro

Confirm financial reporting and controls (chart of authority) Falcetti

Integrate new employees into payroll system Rudolph / Schapiro

Engage third-party expert to manage option vesting plans Rudolph

Complete critical infrastructure upgrades Samuel

Incorporate Grouper into SPE marketing Wong

Recruit to fill open headcount HR / Felser / Carey

Expand Business Models

Develop first 30 day budget and manage disbursements Samuel / Mastalski

Develop full first year budget Samuel / Mastalski

Engage E&Y for formal opinion on depreciation Mastalski

Organizational Reporting and Responsibilities

Determine split of revenue responsibility between Grouper and SPT ad sales team; develop revenue incentive plan for SPT ad sales

Carey / Mosko

Determine board structure Lynton / Carey / Calkins

Define business unit team members (VP level) to identify and implement specific opportunities and meet with Grouper regularly

Lynton / Carey / Calkins

Develop working relationship between Tim Schaaff and Grouper engineering team/CEO

Carey / Schaaff / Felser

Grouper Expansion Strategy

page 3CONFIDENTIAL -- Sony Picture Entertainment Corporate Development Work Product

Topic / Deliverables Team Date

SPE Network Strategy

Determine fit and interaction between various online channels (Grouper, NanoFilms, Chat Cinema, Broadband Channels)

Calkins / Underwood

Identify and prioritize bolt-on Grouper-related acquisitions to supplement existing feature sets

Carey / Felser / Paull

Identify and prioritize larger SPE acquisitions to expand network strategy (e.g., cable networks)

Calkins / Underwood

Refine original content strategy for digital Mosko / Landau

Prioritize international expansion opportunities Dargan / Underwood

Establish technology standards across SPE initiatives (e.g., Java vs. C+, Marlin vs. Windows DRM, streaming vs. downloads)

Singer / Lakamp

Prioritize roll-out of services for specific devices and technology platforms (e.g., IP-enabled TVs, PSP, PS3, mobile phones, iPod, Zune)

Calkins / Singer / Lakamp / Underwood

Grouper Mid-range Plan (MRP)

Develop detailed three-year financial forecast Felser / Paull

Formalize new feature development roadmap Felser / Samuel

Identify and prioritize cross-Sony integration and marketing opportunities

Calkins / Underwood

Determine required third party technology / infrastructure partnerships Amen / Arancio

Develop detailed distribution partnership strategy Felser / Paull

SPE Network and Grouper Mid-range Plan