SPT Deal Overview Summary

January 18, 2013 Executive Summary

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2 Deal Summary Financials (MM) (1) Est. Valuation Revenu # Deal Description of Potential Transaction SPT Ownership Stake (MM) (2) e EBIT e2 (SET ) Acquire 100% of e2 channel from Dogus Media 1 100% SPT (post-close) $7.5 $4.5 ($2.6) Channel Group 53% SPT (anticipated), 2 Maa TV Acquire 53% stake in Maa TV for $113M $205 $39.2 $9.3 47% minority shareholders 51% (at close), with option Acquire 51% of Vidzone (at close) for $5.6M with to acquire 49% through 3 Vidzone an option to acquire remaining 49% through a $14 - $18 $13.7 ($1.3) put/call option, 100% SPT put/call option exercisable in 3 years (possible in 3 years) 100% SPT (anticipated), 4 TV Asia Acquire 100% stake in TV Asia $26 (offer) $10.1 $0.6 100% Mr. Shah (current) 5 SET Australia Launch SET Australia in Late Summer/ Fall 2013 100% SPT N/A TBD TBD 6 ADC / So-net Transfer 100% of ADC from So-net Entertainment 100% SPT $2 - $4 $8.6 $0.0 GSN to acquire 100% stake in Game Circus for 100% GSN (SPT $7.5 7 Game Circus $15M upfront with up to a $20M earn-out consolidates 100% of $35 $21.5 (3) component GSN’s financials) Acquire 65.5% of FEARnet from Comcast/Lionsgate for $25M; the share SPT 8 FEARnet Buy-up 100% SPT $32.5 $25.5 ($1.4) doesn’t already own AND commit to purchasing $23.8M of content from LG/Comcast Dori Media Group’s Acquire 50% stake in DMG’s Indonesian channels 50% SPT (anticipated)/50% 9 Indonesian $20 - $23 $6.5 $2.4 for $10-11.5M DMG Channels Acquire a 25% stake in Space Power from GNAM GNAM/ Space 25-51% SPT (anticipated) / 10 for $2.0M w/option to buy an additional 26% for $9 - $14 $4.0 ($2.4) Power 100% GNAM (current) $2.8M Acquire 100% of and from CSC with 100% of SPT’s stake CSC Media Group / 11 in ITN valued at $10M and $20M in cash, per EOI. 100% SPT (anticipated) $30 - $35 $11.8 $0.4 True Movies SPT has considered increasing the cash (1) Based on latest financial projections.component See individual to $25M company slides for more financial details. (2) Estimated valuation assumes the total EV value of the asset, not the share only owned by SPT. 3 (3)12 RepresentsNorway EBITDA Channel New SMC channel launch 100% SPT N/A TBD TBD AXN Central 13 New AXN Movies channel launch in CE 100% SPT N/A TBD TBD Europe Company Summaries

4 E2 (SET Turkey) Channel Overview

Key Considerations • SPT is seeking to acquire 100% of e2 channel from Dogus Media Group and establish an immediate market presence in Turkey – Dogus-owned TV channels comprise 18% of the Turkish TV advertising market and include NTV, CNBC-e, NTV Sport, KRAL TV, NVA TV, HD-en as well as recently acquired Star TV – Dogus is seeking to divest e2 as it shifts its focus to Turkish content following the Star TV acquisition • e2 channel is an advertiser supported cable/satellite channel launched as a sister channel to CNBC-e in 2007 – e2 currently airs quality first-run western programming which is a key driver for distribution, audiences and advertisers – Channel reaches approximately 4MM pay TV households and 10M total TV households • Turkey is a high-growth, strategic market to SPT and difficult to enter through a stand-alone launch • Acquisition will allow SPT to leverage Dogus relationships and infrastructure for 16 months post-close which will enable SPT to successfully operate a stand-alone channel beginning in FY15 • Acquisition provides SPT with a platform to launch/acquire additional advertiser supported and pay cable/satellite Valuationchannels Basis over the next three years E2 (SET Turkey) TV • Total purchase price of $7.5M, to be paid $1.0M at Description Acquire 100% of e2 channel from Dogus Media Group close and $6.5M at April 15, 2013 Equity 100% SPT (post-close) • Total investment of $9.6M including operational Ownership funding under Base Case including SPE license fees ($ in MM) FY14E FY15E FY16E FY17E Net Ad Revenue • FY13 payment and operating investment of $(1.3M) $4.5M $5.8M $6.5M $7.2M (100%) vs. FY13 Networks cash flow forecast of $(5.5M) including SPE license fees; FY13 EBIT of $(1.2M) vs. EBIT to after PPA ($2.6M) ($1.6M) ($1.2M) ($0.7M) FY13 Networks EBIT forecast of $(1.7M) (100%) 5 Maa TV Overview

Key Considerations • SPT is in the process of acquiring 53% of Maa TV from Nimmagadda Prasad, who currently owns 64% of the company, and other minority and employee shareholders • Total 53% acquisition is expected to occur in two transactions, 51% at close (in FYE14) for $98M plus assumption of $9M in debt, and $5.4M in FYE15 for an additional 2% stake • Maa TV was launched in 2002 and has a well-distributed bouquet of 4 channels in Southern India • Acquisition of Maa TV will give SPE an instant, strong presence in Southern India, provide a platform to launch local language versions of the other MSM channels and give SPE a foothold in Southern India, which is faster growing than the Hindi-speaking region • Transaction is pending outcome of proceedings between the Indian Tax Authority and Mr. Prasad, tax clearance for shares SPE will purchase, and Indian regulatory board approvals Valuation Basis • $205MM enterprise value for 100% Maa TV • Third party valuation firm (D&T) determined this Description Acquire majority stake in Maa TV purchase price is at the low end of the value that SPE Post Close 53% SPT, 47% Mr. Prasad / other minority shareholders or another strategic buyer would expect to derive from Equity Ownership acquisition of Maa TV ($ in MM) FY13E FY14E FY15E FY16E • Total cash layout of $113M for 53% stake in Maa TV: FYE 3/31 ‒ $107.4M at close of initial transaction ($98.4MM Revenue(100%) $39.2 $47.5 $57.8 $71.0 for 51% of shares plus assumption of $9M in debt) EBIT (100%) $9.3 $13.7 $19.3 $27.8 ‒ $5.4M in FYE15 to acquire additional 2% stake SPE EBIT NA ($2.2M) $5.9M $16.4M • Projected NPV of $23M, IRR of 17% and payback of 11 years US$ values based on exchange rate of 55INR:US$ 6 Vidzone Overview

Key Considerations • SPT Digital Networks has the opportunity to acquire a 100% stake in Vidzone, a premier music video digital network on PS3 in 18 European countries, Australia, and New Zealand

• Service launched in 2009 and has approximately 500K monthly unique visitors and 30M average monthly streams

• Vidzone plans to expand its footprint to PS3 U.S. (Feb. 2013), Connected TVs in Europe (Oct. 2013), and Nintendo Wii Europe (Jan. 2014)

• Acquisition allows SPT to establish a European beachhead for Digital Networks and , gain distribution scale and leverage with platform partners (e.g., Samsung), make use of music’s role in linear TV / youth programming (e.g., SPIN), and gain advertising sales scale and leverage in U.S. and markets where SPT has direct sales capabilities (e.g., LatAm)

Valuation Basis (1) • Estimated purchase price of $14.2M to $17.9M for Vidzone 100% ownership Description Acquire 100% stake in Vidzone • SPT to purchase 51% of the fully-diluted shares for Equity 100% SPT (anticipated); $5.6M at transaction close (est. Apr. 2013) based on Ownership 70% Vidzone Mgmt / 30% Private Equity (current) $14M enterprise value ($ in MM) FY14E FY15E FY16E FY17E

• Opportunity to purchase the remaining 49% for Revenue(100%) $13.7 $15.3 $18.1 $19.8 $8.5M (SPT case) to $12.3M (maximum cap) via a EBIT (100%) ($1.3) $1.3 $2.0 $3.1 capped Put/Call three years from transaction close Cash Flow (Apr. 2016) ($1.5) $2.0 $1.8 $2.5 (100%) • Based on SPT case, investment is forecasted to generate an NPV of ($0.9M) and IRR of 14.8% based on a $10.5M DWM. (1) Deal terms currently being negotiated; acquisition price and returns based on SPT’s current position Note: Sony Computer Entertainment Europe (SCEE) provided Vidzone with a £3MM loan to fund working capital for the option to buy 100% of the equity. SCEE did not exercise the option which expired March 2012, however retains the right for repayment of its debt. 7 TV Asia Overview

Key Considerations

• SPT is evaluating an opportunity to acquire a 100% stake in TV Asia, the first 24x7 South Asian channel in the US

• TV Asia was founded in 1993 and is well distributed on satellite and various cable/Tel-co networks

• Programming consists of locally produced shows including news, community round-up, entertainment, cultural and educational programs and film/TV programming from vendors, channels and production companies in India

• Acquisition of TV Asia will provide SPT with a strong presence in the domestic South Asian TV market, complement our existing SET presence and provide an opportunity to exploit SPT’s content library

• Seller is looking to divest because the owner, Mr. Shah, is supposedly highly leveraged. NOTE: TV Asia is currently paying interest expense on $8.7M in debt

Valuation Basis TV Asia (3)

• Estimated purchase price of $20M-$40M to Description Acquire 100% stake in TV Asia Equity acquire 100% of TV Asia. The sellers are 100% SPT (anticipated), 100% Mr. Shah (current) Ownership currently contemplating a deal with no debt or cash assuming both parties elect to structure the ($ in MM) FY14E FY15E FY16E FY17E deal under Section 338 h 10 (1) Revenue $10.1 $11.2 $12.3 $13.6 (100%) • Based on $26M purchase price (6.3x 2012 EBIT (100%) $0.6 $2.0 $2.4 $3.4 EBITDA of $4.1M), projected NPV of $11.6M, IRR Net Income of 29% with cash-flow breakeven in FY2015. NPV $0.3 $1.2 $1.4 $2.0 (100%) of $20.9M and IRR of 41% when including incremental license fees paid to SPE (2)

(1) Exact deal structure still to be determined. Need further clarification from outside advisors/investors. (2) Based on SPT Business plan case. NOTE: NPV and IRR vary greatly with purchase price and discount rate estimates. (3) Based on SPT Business plan case projections. Assumes SPT adjustments to Management Case financials 8 SET Australia Channel Launch Overview

Key Considerations

• SPT is evaluating an opportunity to launch an SET channel in Australia on Foxtel’s satellite and cable platforms

• The business plan has the channel receiving dual revenue streams from ad sales and affiliate fees (sub fees are still being negotiated with Foxtel)

• The programming is expected to consist of a variety of general entertainment programs (i.e., dramas, comedies, soaps, talk shows and library shows), however, a finalized programming grid is still being worked out

• The channel is anticipated to launch in Late Summer/Fall 2013

Valuation Basis SET Australia (1)

• The final business plan is still to be determined Description Launch SET Australia in Late Summer/Fall 2013 Equity 100% SPT Ownership ($ in MM) FY14E FY15E FY16E FY17E Revenue TBD TBD TBD TBD (100%) EBIT (100%) TBD TBD TBD TBD Net Income TBD TBD TBD TBD (100%)

(1) Exact business plan still to be determined. 9 Asia Dramatic Channel (ADC) / So-net Overview

Key Considerations

• SPT has an opportunity to transfer the media assets including Asia Dramatic Channel (ADC) from sister SONY company, So-net Entertainment Inc. – ADC is a basic tier channel with programming from Korea, Taiwan and China – Launched in July 2003 and currently has 2M subscribers

• SPT remains interested in transferring So-net’s media assets and believes ADC would be an attractive channel to add to the portfolio in Japan – SPT will leverage its infrastructure and relationships for its existing three Japan channels to increase distribution of ADC – Complements our successful Asian-Korean drama channel, SET ONE – Strengthens relationships with Korean partners

Valuation Basis ADC Description Transfer 100% of ADC from So-net Entertainment • So-net has indicated they may be willing to Equity 100% SPT transfer ADC at its book value of $2 - $4M Ownership • Using SPT’s business plan for expanding ($ in MM) FY14E FY15E FY16E FY17E distribution, the NPV would be $14.3M and IRR Revenue(100%) $8.6 $10.1 $10.4 $11.2 of 58% (1) EBIT (100%) $0.0 $0.5 $2.0 $2.6 Net Income $0.0 $0.3 $1.2 $1.5 (100%)

(1) Based on perpetuity growth rate of 1% and 10.5% discount rate. 10 Game Circus Overview

Key Considerations • GSN has the opportunity to acquire a 100% stake in Game Circus, a developer and publisher of arcade style games for mobile platforms

• Founded in 2010, the company publishes standalone mobile apps on the iOS and Android platforms with a total portfolio of 40 game titles, including principal properties Coin Dozer and Prize Claw

• Game Circus apps have 3 million daily active users and their games have been downloaded in total over 80 million times

• Acquisition allows GSN to accelerate growth in the crucial mobile sector with successful products and a meaningful sized audience, drive mobile ad revenue growth, capture upside against Game Circus’ weak virtual goods execution, cross-pollinate GSN gaming content, and cross-promote GSN/Game Circus users

Valuation Basis

• GSN to purchase 100% ownership in Game Circus Game Circus for $15M upfront and an earn-out of up to $20M to be paid one year from close; projected earn-out Description GSN to acquire 100% stake in Game Circus

payment of $9.9M in GSN’s Base Case scenario 100% GSN (anticipated); Equity Ownership 100% Game Circus Mgmt (current) • GSN projects investment to generate an NPV of $29.3M ($ in MM) CY12E CY13E CY14E

• SPT in the process of working with a 3rd party Revenue (100%) $16.0 $21.5 $28.6 advisor to validate valuation and investment returns EBITDA (100%) $6.0 $7.5 $10.5

• Transaction projected to close April 2013

11 FEARnet Buy-up Overview

Key Considerations

• SPT is evaluating a plan to buy out Comcast and Lionsgate’s share of FEARnet for $25.0M and commit to purchasing $23.8M of content over 5 years from Lionsgate and Comcast/NBCU

• SPT examined bringing FEARnet’s operations in-house under the SMC/Cine umbrella post-acquisition

– The SMC/Cine operational team examined FEARnet’s current operating plan and made adjustments assuming the operations were brought in-house

– There are significant synergies and cost savings associated with integrating operations and eliminating redundancies in the range of $25 - $30M cumulatively over the next 5 years

• If SPT were to acquire Lionsgate and Comcast’s stake in FEARnet for $25.0M and bring their operations in house, the investment returns would be greatly enhanced; plus, SPT would realize a $9-10M step-up gain

Valuation Basis FEARnet (2) • Based on FEARnet’s current budget, the Acquire 65.5% of FEARnet from Comcast/Lionsgate investment would net an NPV of $4.5M and an Description for $25M (the share SPT doesn’t already own) IRR of 20% (1) Equity 100% SPT (anticipated) / 34.5% SPT, 34.5% • Assuming a low case where Dish were not picked Ownership Lionsgate, 31% Comcast (current) up, the investment would net an NPV of $24.0M ($ in MM) CY13E CY14E CY15E CY16E and an IRR of 41% (1) Revenue $25.5 $30.0 $32.9 $34.9 (100%) • If operations were brought in-house post- EBIT (100%) acquisition, the investment would net an NPV of ($1.4) $4.4 $7.3 $8.6 post-PPA $53.1M and an IRR of 68% (1) on an aggressive case and an NPV of $45.0M and an IRR of 60% (1) on a best-case, as a result of cost savings and (1) Based on perpetuity growth rate of 3% and 12% discount rate. The 12% discount rate is on the low end of the WACC range of 12%-16% for this industry. (2) Basedsynergies on FEARnet management financials inclusive of the cost/synergies from bringing operations in-house under a best-case scenario. 12 Dori Media Group Indonesian Channels Overview

Key Considerations • SPT is exploring options to increase its presence in Indonesia – Indonesia is an attractive market with attractive demographics and strong economic growth – There are limited opportunities to acquire channels in Indonesia • SPT has been approached with an opportunity to acquire a stake in Dori Media Group’s (DMG) Indonesian channels business • DMG currently operates three channels in Indonesia with an exclusive deal with the leading pay-TV platform MNC Skyvision – Televiva – Telenovela channel with DMG owning 100% – GINX - Video game channel with DMG owning 75% and 25% owned by UK based Ginx TV – Baby – Baby and toddler channel with DMG owning 37.5% with the remainder owned by Fox controlled Baby TV Valuation Basis

• SPT is currently completing its valuation of DMG Indonesian Channels (1) Acquire a 50% stake in DMG’s Indonesian channel DMG’s Indonesian channels. Using the Description Company’s business plan, SPT has calculated a business (proposed) Equity preliminary EV of $20M - $23M 50% SPT (proposed) Ownership • DMG has provided its initial estimated EV of ($ in MM) CY13E CY14E CY15E CY16E $33M - $49M Revenue(100%) $6.5 $7.3 $8.3 $9.6 • SPT is assuming it would acquire a 50% stake EBIT (100%) $2.4 $2.9 $3.5 $4.4 in this business but discussions with DMG are at Net Income $2.1 $2.6 $3.2 $4.0 a preliminary stage (100%)

(1) Based on DMG management estimates. 13 GNAM Overview Key Considerations • SPT Networks is exploring options to establish a presence in the Middle East – The Middle East is an attractive market with a large addressable and underserved audience – There are limited barriers to entry, however, a path to profitability is difficult to attain in the region • SPT had earlier been approached by Global New Age Media (GNAM) to acquire a 51% interest in their Space Power (SP) Channel for $6 – $8M, a Free-to-Air (FTA) channel broadcast in the Middle East in order to form a JV which would be re-branded to target the youth demographic (15-29) with high-quality targeted programming • SPT has since offered to acquire a 25% interest in the Space Power (SP) Channel for $2.0M from Global New Age Media (GNAM) with a call option to invest an additional $2.8M for an additional 26% of equity in Space Power; estimated EV of $9.4M – NOTE: SPT’s valuation was based on comparable revenue multiples against historical revenue figures from Space Power since the company has been operating at a loss since launch • GNAM has since provided a counter offer which values GNAM at $13.7M. SPT is currently evaluating the counter- proposal Valuation Basis GNAM (1) • SPT assumes the company has an EV of $9.4M, Acquire a 25% stake in Space Power from GNAM for Description however, GNAM has countered with an EV of $2.0M with the option to acquire an additional 26% $13.7M Equity 25-51% SPT (anticipated) / 100% GNAM (current) • Based on SPT’s original offer, the investment Ownership would have an NPV of $3.4M and an IRR of ($ in MM) CY14E CY15E CY16E CY17E 23.6%. Based on the GNAM counter-proposal the Revenue $4.0 $9.5 $12.3 $13.6 investment would have an NPV of $1.2M and an (100%) IRR of 17.3% (1) EBIT (100%) ($2.4) ($0.1) $1.4 $2.5 • NOTE: SPT believes that the projections FCF (100%) ($2.5) ($0.3) $1.1 $2.2 provided by GNAM management are very aggressive. Based on SPT’s research, the (1) Based on management projections of a potential SPT/GNAM JV. 14 channel would likely continue to be a loss making enterprise CSC /True Movies and True Entertainment

OverviewKey Considerations • VSS have indicated they wish to dispose of 100% of the CSC Media Group business which includes movies, entertainment, music and kids properties • SPT submitted a non-binding expression of interest to acquire the assets of True Movies and True Entertainment from CSC Media Group, valuing the assets at an enterprise value of $30M (cash/debt free basis) • SPT believes that an acquisition of the True Movies and Entertainment business is very attractive and complements its existing UK networks business • SPT proposed a 2nd round bid valuation for True Movies and Entertainment of $35M (~£22.5M) • Discussions are ongoing

Valuation Basis True Movies / True Entertainment (2) • SPT’s original EOI letter assumed the company Acquire 100% of True Movies and True Entertainment had an EV of $30M from CSC with 100% of SPT’s stake in ITN valued at Description $10M and $20M in cash, per EOI. SPT has considered – The purchase price would be paid as follows: increasing the cash component to $25M 100% interest in SPT’s stake in ITN LLC Equity 100% SPT valued at $10M and $20M cash at close Ownership – SPT submitted the above bid, but further ($ in MM) FY14E FY15E FY16E FY17E discussions with CSC Media Group have Revenue $11.8 $12.5 $12.9 $13.4 stalled (100%) EBIT (100%) $0.4 $1.6 $2.8 $3.9 • SPT has considered submitting a second post-PPA proposal which increases the cash component to FCF (100%) $3.0 $3.2 $3.3 $3.5 $25M. The IRR of a $35M bid is 20% with an NPV of $6.5M (1) (1) Based on purchase price of $35M. Assumes 9.2x EBITDA for terminal value in Year 5 or a 1% implied perpetuity growth rate. (2) Assumes Projections per SPE and assume that True Movies channels are integrated with SPE’s existing UK channels. Valuation also assumes that Virgin maintains carriage of these channels following a change in control 15