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Continued M&A Activity to Expand IP, Distribution, and ScaleMarket activity among key OTT players is expected to rise in 2021 and beyond, with many media companies looking for contentengines or to establish direct-to-consumer offerings through M&A.Notable M&A TransactionsAcquirer:Target: Announced Date: May 26, 2021 Announced Date: May 17, 2021 Announced Date: June 22, 2021 Transaction Size: 8.5 Billion Transaction Size: 43 Billion Transaction Size: NA Amazon is expected to leverage MGM’sfilmmaking history and catalog of 4,000films and 17,000 TV shows to helpbolster Amazon Studios, its film and TVdivision. The deal reflects a desire to be one ofthe key players in the OTT space, goinghead-to-head against Netflix andDisney. The proposed merger of RTL Nederlandand Talpa Network assets will create astrong Dutch cross-media group acrossTV, streaming, radio, print, and digital. The partners announced that the newcompany will compete globally in thedirect-to-consumer business, bringingcontent directly to subscribers across itsportfolio, including HBO Max and therecently launched Discovery . This indicates clear ambition to expandVideoland, the leading Dutch streamingservice with one million payingsubscribers. The financial value behind this deal isthe treasure trove of IP in the catalogthat Amazon plans to develop withMGM’s team. The deal emphasizes Amazon’swillingness to spend deeply to win oversubscribers, committing billions towardlicensing content and developingoriginal programming. Amazon has long been willing to makeinvestments on video content as astrategy to buoy Prime memberships,which has surpassed 200 millionglobally.(1) FactSet, industry research. It will combine WarnerMedia’s storiedcontent library of popular and valuableIP with Discovery’s global footprint,trove of local-language content, anddeep regional expertise. The new company will be able to investin original content and enhance theprogramming options across its globallinear pay TV and broadcast channels. The combined Dutch entity is estimatedto spend more than 475 million inannual content budgets and generaterevenues north of 1 billion. The goal is to create "local languagechampions" that will produce content fortheir home markets and achieve greaterscale in the streaming wars. Value creation for both shareholdersthrough significant synergies, estimatedbetween 100 million– 120 millionannually.8

OTT Platforms Target International Markets for Growth As the SVOD market in North America matures (and competition continues to heat up), big media and technology giants areincreasingly focused on international markets to find new audiences and growth. Global SVOD subscriptions are estimated to grow rapidly over the next five years, from just over one billion in 2021 to nearly1.5 billion by 2026, while SVOD revenues outside of North America are expected to grow from 33.8 billion to 71.6 billion( 16% CAGR) vs. 6% in North America. Revenue growth will partially hinge on the ability to grow subscribers in territories with considerably lower ARPU, such as inAsia-Pacific and Latin America where ARPU in certain markets can be as low as 50% of that in the U.S. and Canada. Disney is leading the charge as international subscribers represent 67% of its subscriber base as of Q2 ’21, providing a benchmarkfor OTT heavyweights’ international focus. Netflix is expected to have a revenue mix percentage of 66% international vs. 34% North America by 2025, compared to 56% and44%, respectively, in 2020.(3) Fuels Future Growth in SVOD Revenue(2)Rapid Global SVOD Subscriber Growth (1)Global SVOD subscriptions (in millions)YOY Growth:38%24%Global SVOD revenues (in billions)44%17%8%(4)North America1,495Rest of World 126.01,057904508 74.0628 71.6 40.22018201911.2%16.2% 1) Wall Street research; (2) Digital TV Research; (3) MoffettNathanson; Disney subs include Disney and Hotstar; (4) Represents ‘21–’26 CAGR. 54.46.2%2026E9

Subscription Fatigue: How Many Subscriptions Are Too Many?Subscription fatigue is driving consumers to AVOD services in an effort to optimize access to diverse premium content while limitingmonthly recurring costs.Number of Paid Video Streaming Services Per User(1) The average consumer in 2021 has 4.5 paid streamingsubscriptions, nearly double the average in 2018.(1) As of September 2021, U.S. consumers were spending 55 permonth on video subscriptions, up 45% from the pre-COVID-19 38 average(2) and surpassing the previous U.S. consumer’swillingness-to-spend survey response of 45 for paidsubscription OTT services.(3) In response to SVOD services raising their prices to counterincreasing content acquisition and production costs, AVODoptions are becoming more popular, as showcased by the 200%increase in share of time spent from May 2020 to May 2021.SVOD Pricing LandscapeYoY % 020Change in Share of Time Spent (4)Subscription prices for base ad-free subscriptionPrevious PriceAvg. Subscriptions Per UserFrom May 2020 to May 2021Current Price 14.99 14.99-13% 12.99Linear 11.99 11.99 10.99 8.99 8.00 7.99 100% 6.99 4.99 4.99SVOD 4.99 4.99 200%(1) J.D. Power Survey, August 2021; (2) J.D. Power Survey, December 2020; (3) Strategy Analytics, 2019; (4) TVision: The CTV Advertising Report, June 2021.AVOD10

Global AVOD Market on the Rise Driven by Secular Tailwinds As pandemic-era behaviors calcify, the proliferation ofSVOD services is weighing on North American consumers(and their wallets), driving demand for compelling digitalcontent alternatives like AVOD.AVOD Market Size(2)( in billions)20.6% From 2020 to 2021, consumer adoption of AVOD servicesgrew dramatically from 34% of consumers in February2020 to 58% in February 2021.(1)202045.6%37.8%46.7%2020–2024 CAGR202457.7%66.7%28.7%38.1% 13.9 We expect to see an acceleration in AVOD adoption/growth over the next several years, with North AmericanAVOD revenues expected to grow nearly 27% in 2021(vs. 23% for SVOD). Within the U.S., AVOD is expected togrow at a whopping 38% CAGR between 2020 and 2024. 5.1 4.5 2.4 2.2 1.9 0.5 0.5 1.7 0.4 0.2 1.1 0.1 0.7 0.4 1.1OtherAVODGlobal AVOD Spend(3)( in billions)Total U.S.USAVOD2020–2026 CAGR20.8%10.4%13.0%11.0%21.1%13.8% 31.4 14.5 10.6 10.1 5.820202026U.S.2020 4.3 2.12026China(1) Marketing Dive; (2) MoffettNathanson; (3) Digital TV Research.20202026Japan 3.4 1.820202026U.K. 6.6 2.3 0.720202026India20202026Other11

The AVOD Future Is Looking BrightAVOD platforms are gaining steam and are at a critical inflection point as they look to prove their value proposition to both consumersand advertisers.Average Minutes per Day With Digital Video (1)91106145140133AVOD Is Capturing a Larger Share of Consumers’ Attention In 2021, more than 58% of U.S. households used ad-supported streaming services,up 70% from 2020.(1) Today, the average U.S. consumer watches 140 minutes of digital video per day, alarge portion of which is ad-supported video.2018201920202021E2022EConnected TV Households (in millions) (2)Connected TV Advertising Spend (in billions)108105 1499 62019110112 16113Connected TV Is Leading Transition of Advertising Dollars to OTT Platforms 18 Connected TV households surpassed 100 million in the U.S. in 2020, drivingadvertisers to allocate ad spend to OTT platforms vs. linear TV. As compared to advertising on linear TV, advertisers on OTT platforms can leveragemore sophisticated targeting strategies, resulting in a higher ROI for their marketingcampaigns. 11 820202021E2022E2023EDigital Spend Shifting Toward AVODAVOD2024E(3)Other DigitalU.S. Digital Advertising Spend Will Reach 70.0 Billion by 022E2023E2024E2025E(1) eMarketer, March 2021; (2) Wall Street research; (3) Cinedigm. AVOD is estimated to be the fastest growing segment within U.S. digital advertisingspend. Continued cord-cutting has resulted in a rise in AVOD migration, with a rapid rise inconsumption of free ad-supported content.12

Notable Recent TransactionsM&A activity remains strong across the sector as OTT platforms rely on inorganic strategies to expand features and content libraries.Notable M&A Transactions( in millions)CompanyDateAug. ’21June ’21May ’21May ’21May ’21Apr. ’21Apr. ’21Feb. ’21Jan. ’21Dec. ’20Aug. ’20Valuation---- 8,450.0 43,000 693.0-- 164.8---- 1,175.0 330.0EV e Financing Zxy Sport TrackingApr. ’21Apr. ’21Keyeast, F&F Partners,Com2us, KTB Network,KDDI Open InnovationFund, Mirae AssetVenture Investment,SL Investment,Hancom Investment,Yuanta Securities Korea,Capital OneCoatue, Accel, AndreessenHorowitz, Cobalt,Dragoneer 13.4--Apr. ’21Jan. ’21Aug. ’20Valor Equity Partners 105.0 1,000Sources: PitchBook.com, S&P Capital IQ, company press releases, and news reports.Apr. ’20June 19Undisclosed InvestorsHush Holding Co., HighlineCapital, Zweig-DimennaAssociates, Cipayo LTD,Individual InvestorsSony Corp. AmericaBertelsmann Digital MediaInvestments, CausewayMedia Partners, DCMVentures, Discovery,Fertitta Capital, WWE 25.0 22.5 43.1 400.0 47.0 275.0 306.0 1,017.3 7,632.1--13

Public Market ValuationsAfter materially outperforming the broader market for many months (benefiting from a material COVID-19 bump), pure-play public OTTplatforms’ market valuations have come down to earth due to concerns about the sustainability of growth in a increasingly competitiveand post COVID-19 world.Public OTT Platforms vs. S&P 500S&P -21Feb-21Mar-21Apr-21Source: S&P Capital IQ.Note: Stock price last updated on October 11, 2021.OTT Platforms represents the average change in price of Netflix, Roku, fuboTV, Gaia, and Chicken Soup for the Soul.May-21Jun-21Jul-21Aug-21Sep-21Oct-2114

Expertise at the Nexus of Digital Media, OTT, and EntertainmentHoulihan Lokey professionals have unparalleled experience in advising media companies across a wide range of transactions.a subsidiary ofhas been acquired byhas been acquired byhas acquiredhas been acquired byhas acquiredsupported by the successfulplacement of a senior securedcredit facilitySellside AdvisorFinancial AdvisorSellside AdvisorBuyside Advisor & Placement AgentSellside AdvisorMediabox, LLChas acquiredhas successfully completed thespin-off ofhas been acquired byhas been acquired byandValuation of a film library forcollateral lending purposes inconnection with Sound PointCapital Management’s acquisitionof Relativity Media.has sold substantially all its assetsthrough a §363 asset saleHoulihan Lokey provided financialopinions to the Board of Directors ofboth Twenty-First Century Fox andFox Corporation.Buyside AdvisorSellside AdvisorFinancial OpinionCollateral ValuationSellside AdvisorSecured Lender Advisora portfolio company ofhas been acquired by 28 million financing led byWe rendered a valuation opinion forfinancial reporting purposes toMGM regarding its intangible assetsincluding the MGM film andtelevision libraryhas been acquired byhas soldcompletedsubstantiallya financingall its assets,consistingtoofSection 363 of the U.S.pursuantBankruptcy Code, to 24,000,000Series DConvertible Preferred Stockhas been acquired byPenske Media CorporationFinancial AdvisorFinancial OpinionTombstones included herein represent transactions closed from 2016 forward.Sellside AdvisorSellside AdvisorCompanyPlacementAdvisorAgentSellside Advisor15

How Houlihan Lokey Can HelpOur firm is extremely well equipped to help our clients navigate critical milestones of the corporate lifecycle. We respond quickly tochallenging situations and are constantly helping clients to analyze, structure, negotiate, and execute the best possible solutions fromboth a strategic and a financial perspective.What We OfferCorporate Finance1Mergers and Acquisitions2Capital MarketsPrivate Funds AdvisoryBoard Advisory ServicesFinancial RestructuringCompany AdvisoryFinancial RestructuringDistressed M&ALiability ManagementCreditor AdvisoryFinancial and Valuation AdvisoryPortfolio Valuation and Fund AdvisoryTransaction OpinionsCorporate Valuation Advisory ServicesTransaction Advisory ServicesReal Estate Valuation and AdvisoryWhy We’re DifferentMergers and AcquisitionsWe are widely recognized as aleading M&A advisor to themiddle market in general and theTMT sector in particular. Ourdeep expertise across the sector,knowledge of the strategiclandscape, and long-standingrelationships with all relevantstrategic and financial buyersmake us the M&A advisor ofchoice for strategic transactions inthe digital media industry.Equity FinancingWe have a market-leading privatecapital markets platform focusedon the placement of solutionoriented capital for a wide rangeof financing needs. We havedifferentiated investorrelationships and access to thekey decision-makers, allowing usto run a bespoke, high-touch,confidential, and efficient process. Deep Digital Media Industry Expertise Strong Relationships With the Most RelevantBuyers Solution-Oriented Capital Markets Platform Dominant in Special Situations and Restructuring Senior-Level Commitment and Dedication Superior Work Product/Technical Abilities Creativity, Imagination, Tenacity, and PositivityDispute Resolution Consulting16

Houlihan Lokey is the trusted advisor to more top decision-makersthan any other independent global investment bank 1,500 Employees 1 Billion of Revenue 23 Locations Globally 6 Billion Market Cap2020 TMT Investment Bank of the YearCorporate Finance2020 Global Distressed Debt & BankruptcyRestructuring Rankings2020 M&A Advisory RankingsAll U.S. TransactionsAdvisorFinancial and Valuation AdvisoryFinancial RestructuringDealsAdvisor2001 to 2020 U.S. M&A Fairness AdvisoryRankingsDealsAdvisorDealsHoulihan Lokey869AdvisorDealsHoulihan Lokey1332Goldman Sachs & Co1233Raymond James Financial Inc1104953Morgan Stanley1104465JP Morgan108Houlihan Lokey2101Houlihan Lokey1062Goldman Sachs & Co1722PJT Partners Inc632Duff & Phelps6963JP Morgan1323Lazard503JP Morgan6254Evercore Partners1264Rothschild & Co464Piper Sandler & Co5Morgan Stanley1235Moelis & Co395StoutNo. 1 U.S. M&A AdvisorTop 5 Global M&A AdvisorLeading Capital MarketsAdvisorSource: Refinitiv (formerly known as Thomson Reuters)No. 1 Global RestructuringAdvisor1,400 Transactions CompletedValued at More Than 3.0Trillion CollectivelyRefinitiv (formerly known as Thomson Reuters). Announcedor completed transactions.No. 1 Global M&A FairnessOpinion Advisor Over the Past20 Years1,000 Annual ValuationEngagements2018 to 2020 M&A Advisory RankingsU.S. Technology, Media, Entertainment &Telecom Transactions Under 5 Billion*111Source: Refinitiv (formerly known as Thomson Reuters)TMT(1)Source: Refinitiv (formerly known as Thomson Reuters)*Includes acquired firm transactions.No. 1 U.S. TMT Practice43 Completed Transactions in202017

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B2B Events Broadcasting Casino Gaming Digital Content Digital Marketing . rate of content consumption spurred new trends within the OTT industry, as consumers accrued more platform subscriptions in pursuit of content variety. . Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 .