Proprietary and Confidential0. 1 Agenda I.Company Overview II.Market Environment III.Product Portfolio Review A.PureVideo Editorial Overview B.StupidVideos.com

Proprietary and Confidential 1


Agenda

I. Company Overview

II. Market Environment

III. Product Portfolio Review

A. PureVideo Editorial Overview

B. StupidVideos.com

C. GrindTV.com

D. PureVideo.com

E. HollywoodUpClose.com

F. Sales & Technology

G. Summary Financials

H. Org Chart

IV. Growth Strategy


Company Overview

• Digital media business dedicated to the creation, discovery and promotion of video content over IP delivery platforms

• Leverage compelling content (UGC, original, licensed), robust publishing and IT platforms and proprietary video search technology to operate a network of Branded Online Destinations (“BOD”s)


Key Properties

• Delivering safe, advertising-friendly new media destinations to targeted audiences

• Blend of traditional media best practices with Web 2.0 advantages

Property General Concept

The Walt Disney Company’s America’s Funniest Home Videos meets MTV’s Jackass

MTV for action sports enthusiasts

Yahoo! Music for celebrity and entertainment

Gemstar-TV Guide International’s TV Guide® for the Internet


Business Model

• Each BOD provides the unified context for aggregated video content to simultaneously attract consumers, advertisers and content producers

– Reach highly targeted, engaged and valuable audience

• Monetize the “long tail” of content demand through search

• Self-perpetuating Web 2.0 business with robust community features and cross-promotion to drive organic growth

Content Creation Aggregation & Context Revenue Generation

User-Generated

Original Content

Licensed Content

Advertising (video, display, sponsorship, etc.)

Content Licensing (online media, mobile, television, DVD, etc.)

Search Revenue (pay-per-click)

Subscription (premium services)

sports

politics,travel, etc.

comedy celebrity

Coming Soon…Other Verticals


2005 2006 2007

Key Milestones and Accomplishments

Jan. ’06: Launch of StupidVideos 2.0

Feb. ’06: MSN ad partnership begins

Jul. ’06: Branded ad campaigns for Nissan and Sony PSP

Mar. ’06: Added user profiles and other community features

May. ’06: MSN ad partnership ends

Aug. ’06: Hired Carrie Kelly to lead direct sales effort

Sep. ’06: StupidVideos 3.0 released on new technology platform

Oct. ’06: GrindTV 2.0 released on new platform

Oct. ’06: Launch of PureVideo Search

Dec. ’06: GrindTV and PureVideo join StupidVideos in the comScore top 2000

Dec. ’06: $1.5mm bridge from Softbank

Feb. ’07: Launch of HollywoodUpClose; comScore number grows 45% from previous month to 4.7mm

Mar. ’07: Tracking to exceed all traffic goals and more than double ad revenue

Nov. ’05: Raised Series A from Sofbank

Nov. ’05: Launch of GrindTV


Continued Growth

• Strong, high quality traffic growth, even with strict editorial standards in place and the introduction of video advertising

• Better positioned for financial success and longevity

Monthly Visitors (in millions) Advertising Avails (in millions)

6.1

11.0

Feb-06 Feb-07

40.6

290.1

Feb-06 Feb-07


Continued Growth (cont’d)

• In one year, our comScore unique user count has increased over 600% to 4.7mm– Based on internal metrics, we attracted more than 11mm visits and

5mm unduplicated unique users in February

• In March, we streamed over 80mm videos to over 13mm visitors.

comScore Unique Visitor Count Top 10 comScore Gainers (1)

0.0

1.0

2.0

3.0

4.0

5.0

Apr-06 May-06 Jul-06 Sep-06 Oct-06 Dec-06 Feb-07

Un

iqu

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isit

ors

(m

m)

(1) Source: comScore, February 2007, by percentage change in unique visitors.

PureVideo Network StupidVideos GrindTVPureVideo.com HollywoodUpClose

Jan-07 Feb-07 % Change

Total Internet Population 175,559 175,653 0%

FTD.COM 1,163 3,681 217%

1-800-Flowers 1,679 3,460 106%

NASCAR.COM 2,418 4,679 93%

Alloy 2,920 5,169 77%

123GREETINGS.COM 3,500 6,189 77%

TaxACT 4,057 6,348 56%

Hallmark 5,601 8,608 54%

WEBKINZ.COM 2,858 4,380 53%

PureVideo Network 3,252 4,725 45%

BUY.COM 2,730 3,965 45%

Property


Experienced Management Team

• Over 10 years of relevant Internet experience

• Formerly SVP of Product and Strategy at Citysearch (IAC)

• Leading Account Executive for Yahoo! Music

Erik HawkinsCEO

• Over 10 years of relevant Internet experience• Formerly Director of International Product Strategy for Yahoo! Music• Founder of MusicVideos.com (acquired by LAUNCH in 1999 and

ultimately by Yahoo! in 2001)

Greg MorrowPresident and COO

Russ SmithVP of Technology

Carrie KellyVP of Sales

Curtis BeckVP/GM GrindTV

• Formerly VP of Product for Business.com• Developed and patented pay-per-click local search system at

Citysearch/IAC

• Over 10 years of sales experience at top media companies• Formerly VP of Search Sales at Ask.com

• Formerly SVP of Business Development for Cinema Now• Over 7 years of experience in Business Development at Microsoft

Karina KoganVP Marketing

• Over 9 years of relevant Internet experience• Formerly Director of Marketing for evite.com, which grew traffic over

600% during her tenure.


Agenda

I. Company Overview




B. StupidVideos.com

C. GrindTV.com

D. PureVideo.com




H. Org Chart

IV. Growth Strategy


Online Video Advertising Spending

• Reach nearly $3 billion in 2010, but still only represent 3.3% of television spending

• Tremendous opportunity to better monetize the “long tail” of the content demand curve

$40 $55 $85 $135 $225$410

$775

$1,300

$2,000

$2,900

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010% of TV Spend 0.1% 0.1% 0.1% 0.2% 0.3% 0.6% 1.1% 1.6% 2.5% 3.3%

Source: eMarketer research, November 2006.

U.S. Online Video Advertising Spending ($ in millions)


Drivers of Growth

• Internet is now the most popular entertainment source among teens and near the top overall

• Advertising spending “gap” expected to close

Media Usages: Ages 12–24 U.S. Ad Spending Per User/Audience Member

2006E U.S. Media Usage

Internet30%

TV24%

Radio21%

Telephone14%

Print Media11%

Avg MinutesMedia per Day

TV 240.9

PC Use (any) 135.8

Internet 93.4

Radio 80.0

Music (incl. MP3) 65.1

Phone (incl. Mobile) 42.2

All Print 32.8

All Video (VCR/DVD) 32.6

Newspapers 12.2

Game Console 11.6

Internet30%

TV24%

Radio21%

Telephone14%

Print Media11%

$2.28 $4.20 $14.80

$88.28 $99.13

$128.57

$253.37 $256.42

$300.01

2006 2007 2010

Online Video Total Internet TV


Our Competitive Differentiation

• PureVideo offers a sustainable, differentiated and defensible business that simultaneously attracts consumers, advertisers and content producers

Differentiation Others

Monetization of Channels Focus on stream volume irrespective of quality and / or revenue capability

Unstructured video repositories

Editorial integrity

Quality programming around a targeted lifestyle, interest or audience

Proprietary Search Utility No clear business purpose or model

Inferior technology

Identify and develop new verticals faster and cheaper (business intelligence)

Drive organic traffic

New revenue stream

High-Quality Content Minimal editorial integrity

Traffic figures inflated by “questionable” content

Advertising-friendly, “PG-13” content

Avoids indecent content that skews traffic near-term but hurts business long-term

Scalable Technology More engineers than PureVideo employed to run one website

Proprietary, centralized CMS system

Scalable and flexible architecture


• “As impressive as it is that StupidVideos.com came in sixth in total sessions and seventh in unique visitors, some other metrics show an even more interesting, stickier picture of the site. StupidVideos is the runaway leader in page views per session with a massive 43, which is 74% more than Break.com in second place”

– Andy Kazeniac, Compete.com blog, 02/28/07

Page Views per Session Sessions per Unique Visitor

Source: Compete.com, February 2007.

Competitive Positioning – StupidVideos.com


• GrindTV has quickly become a recognizable action sports brand that is the online market leader among targeted competitors

comScore Unique Visitors Alexa Ranking

Source: comScore Networks U.S. data as of February 2007; Alexa Internet, Inc. Data for six months through March 15, 2007.

1,354

243 229162 121 89

GrindTV Snow.com FUEL TV PrimediaActionSports

FutureSnow-boarding

Skate-boarding

Un

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(00

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Competitive Positioning – GrindTV


• Launched in October 2006, PureVideo.com search engine is among the highest ranked video search engines

comScore Unique Visitors Alexa Ranking

Source: comScore Networks U.S. data as of February 2007; Alexa Internet, Inc. Data for six months through March 15, 2007.

1,636

361

173 NA(too small)

PureVideo.com Searchforvideo.com Blinkx Pixsy

Un

iqu

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isit

ors

(00

0's)

Competitive Positioning – PureVideo.com

Oct ’06: PureVideo official beta launch


Ahead Of The Market

HAVING SPENT THE HOLIDAY SEASON reading everyone else's brilliant predictions for 2007, I decided to engage in a little crystal-ball gazing myself. But since 2007's been predicted to death, I figured I'd up the ante. So without further ado, here are my online video predictions for 2008.

1. Video goes vertical. Not unlike the rise of vertically oriented portals, video content will find well-branded homes for vertical video. Today's repositories for all things video will give way to more focused destinations for travel video, music videos, home video gone wild, amazing sports highlights and the like.

2. Professionally produced content online surpasses amateur content. The vast majority of professionally produced video content hasn't been digitized. Once producers get past the first hurdles (rights, encoding, codecs, digital asset management, hosting, streaming, etc.) they'll find the dollars are there to support a surge in professional production companies driving vast amounts of new and historical content online. Reruns will still be on TV at 3 a.m,. but you'll always be able to find --and advertise on--lost episodes of "The Honeymooners."

3. $12 billion of TV budgets move to online video. According to a recent AAF survey of advertising executives, the majority feel that 10-30% of current spending on traditional broadcast and cable TV ads will shift to online video by 2010. We're definitely on the early side of that curve right now, but 2008 will be the year that big TV budgets with real dollars make the shift in earnest. A big piece of the equation will be the continuing agency shake-up. Before those budgets can really move, interactive and TV buyers will have to work more closely and share more budgets. 2007 will be the year of "sticking our toes in the video water." 2008 is when everyone yells "C'mon in, the water's fine!"

4. TV is a box--one of many. Whether it's their computers, mobile devices, TVs or something else, consumers will be less concerned about which devices and more concerned about their choice of content. With the introduction of Apple's iPhone and AppleTV, more and more people will continue to embrace the concept of "anywhere, anytime" content at the expense of our 72-inch plasma TVs. Content that isn't visually critical, like news and sit-com reruns, will be regularly digested on trains and planes and in places where time is abundant but TVs are not. Trend-setting commuters will, appropriately, kick this trend off, watching Jim Cramer's "Mad Money" on their way to their Wall Street jobs, rather than sacrificing time with family and friends to watch it on a "proper" television.

5. More political advertising online than TV.

6. Video search will make sense.

7. Video blogging will cross the chasm.

8. Video communities.

Online Video Predictions for 2008by Jason Glickman, Monday, January 15, 2007


Agenda

I. Company Overview




B. StupidVideos.com

C. GrindTV.com

D. PureVideo.com




H. Org Chart

IV. Growth Strategy


StupidVideos.com


StupidVideos.com – Overview

• Humorous, user-generated videos in the style of MTV’s Jackass and Disney’s America’s Funniest Home videos

• Attracted 5.5mm monthly visitors and streamed over 50mm videos in March

– Recent changes have increased streams per visit to 10+, with video advertising included.

• Parents approve the safe environment, the youth audience thinks it’s “cool” and advertisers enjoy positive brand association

• Audience is teen-dominated and approximately 60% / 40% M/F


PureVideo Editorial Integrity

• Harness creative energy of our engaged audience to create valuable content assets that meet our strict programming standards

• All featured content must be contextually appropriate, PG-13 and not a gross violation of copyright

• Four-stage review process:– Deactivated: Violation of PureVideo strict

standards– Approved: Do not yet meet programming

standards; viewable from profile page but no advertising or search access

– Featured: Meet programming standards– Approved for Syndication: Can be licensed to

third parties

• As a result, very low DMCA takedown notice frequency (less than 1 per month, on average)


PureVideo Editorial “Funnel”

• 100% is editorially screened by PureVideo for quality, decency and relevancy


StupidVideos.com – Features

SV TV

• “Passive” experience to create user stickiness

• Familiar TV-like channel / episode format

Video Series

• Topical series to create consumer loyalty and activity

• Part of programming strategy and website organization

Easy Video Discovery

• Foster content discovery through simple browser tools

• Video filters such as time posted and category

• Upload/share content• Post reviews/comments and

create personal profiles (MySV)

Social Networking


GrindTV


GrindTV – Overview

• Created for and by “adrenaline junkies”– In the style of MTV for action sports

• Premiere destination to watch, share and review extreme and action sports videos

• Attracts 2mm monthly visitors and streams over 13mm videos– 6+ streams per visit, on average

• Action sports genre is perfect in short online “clips” where consumers can share, comment and interact with awe-inspiring athleticism

• Audience is a younger, active, mobile and predominantly male


GrindTV – Features

Grind House

• Original coverage of athletes and events

Category Channels

Image of navigation

• Easy navigation to user interest

Social Networking

• Xxxx• xxxx

Grind to Go

• Share content, personal profile page, etc.

• Original content available for mobile download


GrindTV – Traffic

• Launched in beta in early 2006, GrindTV has grown rapidly to become the highest ranked action sports focused website and a top 25 position among all sports websites

Monthly Visitors Video Streams

Beta Launch Official Launch Beta Launch Official Launch0

500

1,000

1,500

2,000

2,500

Feb-06 Apr-06 Jul-06 Oct-06 Jan-07 Mar-07

New platform

shift

Test marketing campaign

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

Feb-06 Apr-06 Jul-06 Oct-06 Jan-07 Mar-07


PureVideo.com – Overview

• Proprietary search utility through which consumers can discover video content on the Internet

• Combines keyword search with a categorized directory– Keyword search leverages accuracy

of a crawl-based search with timeliness of an RSS feed-based search

– Directory organizes video to create a “TV Guide for the Web”

• Proprietary video search indexing to improve upon content relevancy, user experience and monetization opportunities

• Launched in October 2006, PureVideo.com attracted more than 2.9mm visitors in March.

• We have launched a paid inclusion pilot, and last month began to generate pay-per-click search revenue.


PureVideo – Features

New Features

• Complete transition to proprietary index• PureVideo page rank (“purity index”)• Automated customer signup and billing

Upcoming features

• My PureVideo • Search Tool Bar• Paid Inclusion Pilot


PureVideo Search Approach


• Search is Intelligence – We use video search data to focus our channel development and content acquisition efforts

• Search is Content – We use video search to organize the “long tail” and rapidly deploy deep, compelling, and highly-scalable branded online destinations

• Search is Traffic – Search creates organic traffic on PureVideo.com and on the destination sites

• Search is Revenue – An emerging pay-per-click model ensures baseline revenue from ordinary site activity

“Want to know what everyone else is watching on YouTube? Or AOL, or ESPN? Or perhaps you just want to find that hilarious online video ... Well, now you can, at PureVideo. A meta search engine specifically for videos, PureVideo organizes user-generated online video content by combining the accuracy of a crawl-based search with the timeliness of a feed-based search.

“We’ve combined ‘I know what I want to find’ with ‘Tell me what I should watch,’” says Greg Morrow, president and cofounder of PureVideo Networks.”

“Want to know what everyone else is watching on YouTube? Or AOL, or ESPN? Or perhaps you just want to find that hilarious online video ... Well, now you can, at PureVideo. A meta search engine specifically for videos, PureVideo organizes user-generated online video content by combining the accuracy of a crawl-based search with the timeliness of a feed-based search.

“We’ve combined ‘I know what I want to find’ with ‘Tell me what I should watch,’” says Greg Morrow, president and cofounder of PureVideo Networks.”

Video Search – Our Unifying Concept


HollywoodUpClose


• Dedicated to the world of entertainment, featuring movie trailers, celebrity video clips, red-carpet footage and interviews

• The long tail of the celebrity universe is organized by video and image search

• Launched in beta in February 2006, HUC.com will attract over 2mm visitors in March and over 10M video views

• Successful launch of a search-driven vertical with robust content and advertising partners validates vertical expansion model

HollywoodUpClose.com – Overview


• More Content – Extensive movie trailer and music video collections have been licensed

• Solicit user-generated videos to find the next big star

• Consumer “mash-ups” of popular movie and television content

• Integration of member blogs and other social networking functionality

Upcoming features

HollywoodUpClose.com – Features


HUC Organic Growth


• Enterprise-level LAMP architecture

• Centralized, proprietary content management system (“CMS”)

– Easy publication, classification and syndication

– Non-technical editors can easily publish content in a timely fashion

• Original video digital asset and storage infrastructure

• Sophisticated workflow allowing for high-volume ingestion, storage and transcoding of video (transcode in 4 formats)

• Supports distribution over all IP platforms (broadband, VOD and mobile)

• Supports 4 properties in comScore Top 2000 with significant excess capacity

• Social networking functionality, playlist video algorithms and significant online programming intelligence

Scalable and Flexible Technology Platform


Monetization Success

• PureVideo is already recognized by large branded advertisers as a trusted, safe and engaging web 2.0 video business that can deliver a high-quality and targeted audience

• Direct sales efforts initiated only in fall of 2006, and strong results are already being generated

Property Key Advertisers


Strategic Partnerships

• Content, technology and distribution partners recognize the value of PureVideo’s brands, content and audience


Summary Financial Information

2007E 2008E

($ in '000s) 2006A 2007E 2008E Q1 Q2 Q3 Q4 Q1

Total Visits (000's) 75,380 158,604 313,899 34,479 33,898 40,891 49,336 62,958

Total Video Views (000's) 504,913 831,981 2,044,288 175,525 165,842 211,413 279,202 414,864

Video Ad Avails (000's) N/A 260,516 598,675 33,466 50,426 72,448 104,177 119,714

Display Ad Avails (000's) 964,987 4,191,103 8,165,502 1,018,345 911,220 1,044,693 1,216,844 1,667,408

Total Paid Network Referrals (000's) 0 4,791 74,664 92 263 1,184 3,252 10,783

Site Revenue $822 $5,246 $27,936 $372 $653 $1,444 $2,777 $4,282

Revenue Per Visit $0.019 $0.039 $0.101 $0.014 $0.023 $0.041 $0.065 $0.080

Licensing Revenue $614 $921 $3,720 $128 $123 $237 $433 $752

Total Revenue $1,436 $6,167 $31,655 $500 $777 $1,681 $3,209 $5,034

Operational Expenses ($3,537) ($7,255) ($15,107) ($1,262) ($1,381) ($1,950) ($2,662) ($3,260)

Content Expenses (437) (875) (2,420) (120) (180) (285) (290) (390)

Marketing Expenses (784) (2,360) (6,380) (330) (440) (690) (900) (1,260)

Total Expenses ($4,757) ($10,490) ($23,907) ($1,712) ($2,001) ($2,925) ($3,852) ($4,910)

Operating Profit / (Loss) ($3,322) ($4,323) $7,748 ($1,212) ($1,225) ($1,244) ($643) $124


Trend Data

Users & Usage Trends

Jan-07 Feb-07 Mar-07

TotalVisits (Summed) 10,643,433 11,029,893 13,380,212 Visits (Network - excl. duplication) 9,482,354 9,922,470 11,002,436 UU (Summed) 5,975,855 6,566,952 8,101,397 UU (Network excl. duplication) 4,989,719 5,041,284 5,795,707 Streams 44,613,965 48,523,934 82,386,952

Video Ads 8,230,073 11,838,498 17,742,705 Display Ads 252,857,710 278,222,237 455,286,580

Marketing BreakdownAll Paid Visits 6,675,598 7,533,063 8,876,722 All Free Visits 3,967,835 3,496,830 4,503,490 % Paid Visits 63% 68% 66%Marketing Spend $94,389 $107,483 $111,222Cost per Visit $0.014 $0.015 $0.013


Org Chart


Agenda

I. Company Overview




B. StupidVideos.com

C. GrindTV.com

D. PureVideo.com




H. Org Chart

IV. Growth Strategy


• Consumer engagement to drive UGC creation

• Strong user opinions and reaction to encourage social networking and loyalty

• Identifiable audience demographic • Has successful analog in print or cable

but no dominant online player

Qualitative Attributes

• Attracts at least 250K free monthly uniques after 90 days

• Generates at least $0.02 per visit after 90 days

• Has strong PPC potential (e.g., travel)

Monetary Criteria

The Ideal Vertical…


The BOD Launch Process

Link in all PV propertiesHit celebrity blogs

Vertical Search Engines


Our Next Vertical


• Increase monetization of existing traffic and advertising avails, and accelerate audience growth

• Leverage advertiser relationships, content assets, publishing platform, search technology and organizational competencies to establish new online channels

• PureVideo can be a source of new brands, franchises and personalities to be exploited by a larger media company

• PureVideo.com search can provide invaluable business intelligence, organize the long tail, and generate significant revenue

Opportunities Monetization of Existing Base

• We believe joining with a large media company can accelerate the growth strategy and create significant value

Potential Acquisition Opportunity

2007E ProStandalone Forma

Total Video Views (mm) 832 832Total Video Avails (mm) 261 261

Average Density (Video:Ad) 3.2x 3.2x

Total Videos Sold (mm) 183 234% Sell-Thru 70% 90%

Avg Video CPM 17.73 25.00Video Ad Revenue (mm) $3.2 $5.9

Display Ad Avails (mm) 4,191 4,191Display Ads Sold (mm) 3,714 3,772

% Sell-Thru 89% 90%

Avg. Display CPM 0.43 2.00Display Ad Revenue (mm) $1.6 $7.6

Total Ad Revenue $4.8 $13.4

Network Referrals (mm) 39 39Paid Referrals (mm) 5 15

% Sell-Thru 12.4% 37.5%

Revenue per Referral 0.06 0.30Search Revenue $0.3 $4.4

Content Syndication Revenue 0.9 $2.0Subscription Revenue 0.1 0.2

Total Revenue $6.2 $20.0


Recap

• Leading provider of online video content and search

• Differentiated model with powerful monetization platform

• Proprietary video search utility and scalable technology platform

• A growing library of valuable, advertiser-friendly content

• Traction with major branded advertisers

• Experienced and proven management team


Documents

Proprietary and Confidential0. 1 Agenda I.Company Overview II.Market Environment III.Product Portfolio Review A.PureVideo Editorial Overview B.StupidVideos.com