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CNET: VALUE-UNLOCKING CHANGE FORALL SHAREHOLDERS
Prepared by JANA Partners LLC, Alex Interactive Media, LLC, SandellAsset Management Corp., Spark Capital Management, L.L.C. & VelocityInteractive Management, LLCApril 1st, 2008
Legal Notice and Disclaimers
THIS PRESENTATION IS FOR GENERAL INFORMATIONAL PURPOSESONLY. IT DOES NOT HAVE REGARD TO THE SPECIFIC INVESTMENTOBJECTIVE, FINANCIAL SITUATION, SUITABILITY, OR THE PARTICULAR NEED OF ANY SPECIFIC PERSON WHO MAY RECEIVE THISPRESENTATION, AND SHOULD NOT BE TAKEN AS ADVICE ON THEMERITS OF ANY INVESTMENT DECISION. THE VIEWS EXPRESSEDHEREIN REPRESENT THE OPINIONS OF JANA PARTNERS LLC, ("JANAPARTNERS"), SANDELL ASSET MANAGEMENT CORP. (“SANDELL”)SPARK CAPITAL MANAGEMENT, L.L.C. ("SPARK"), ALEX INTERACTIVEMEDIA, LLC ("AIM'), AND VELOCITY INTERACTIVE MANAGEMENT, LLC("VELOCITY") (COLLECTIVELY, THE "JANA-SANDELL-SPARK-AIM-VELOCITY GROUP"), WHICH OPINIONS MAY CHANGE AT ANY TIME ANDARE BASED ON PUBLICLY AVAILABLE INFORMATION WITH RESPECTTO CNET NETWORKS, INC. (THE “ISSUER”). CERTAIN FINANCIALINFORMATION AND DATA USED HEREIN HAVE BEEN DERIVED OR OBTAINED FROM FILINGS MADE WITH THE SECURITIES ANDEXCHANGE COMMISSION (“SEC”) BY THE ISSUER OR OTHER COMPANIES THE JANA-SANDELL-SPARK-AIM-VELOCITY GROUPCONSIDERS COMPARABLE.EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THEMATTERS ADDRESSED IN THIS PRESENTATION ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE CERTAIN RISKS ANDUNCERTAINTIES. YOU SHOULD BE AWARE THAT ACTUAL RESULTSCOULD DIFFER MATERIALLY FROM THOSE CONTAINED IN THEFORWARD-LOOKING STATEMENTS. THE PARTICIPANTS ASSUME NOOBLIGATION TO UPDATE THE FORWARD-LOOKING INFORMATION. NONE OF JANA PARTNERS, SANDELL, SPARK, AIM OR VELOCITY HASSOUGHT OR OBTAINED CONSENT FROM ANY THIRD PARTY TO THE USEOF PREVIOUSLY PUBLISHED INFORMATION AS PROXY SOLICITINGMATERIAL. ANY SUCH STATEMENTS OR INFORMATION SHOULD NOTBE VIEWED AS INDICATING THE SUPPORT OF SUCH THIRD PARTY FOR THE VIEWS EXPRESSED HEREIN. NO WARRANTY IS MADE THAT DATAOR INFORMATION, WHETHER DERIVED OR OBTAINED FROM FILINGSMADE WITH THE SEC OR FROM ANY THIRD PARTY
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ARE ACCURATE.2 NONE OF JANA PARTNERS, SANDELL, SPARK, AIM OR VELOCITY NOR ANY OF THEIR RESPECTIVE AFFILIATES SHALL BE RESPONSIBLE OR HAVE ANY LIABILITY FOR ANY MISINFORMATION CONTAINED IN ANYSEC FILING OR THIRD PARTY REPORT. THERE IS NO ASSURANCE OR
GUARANTEE WITH RESPECT TO THE PRICES AT WHICH ANY SECURITIESOF THE ISSUER WILL TRADE, AND SUCH SECURITIES MAY NOT TRADEAT PRICES THAT MAY BE IMPLIED HEREIN. THE ESTIMATES,PROJECTIONS, PRO FORMA INFORMATION AND POTENTIAL IMPACT OFTHE PROPOSALS SET FORTH HEREIN ARE BASED ON ASSUMPTIONSWHICH THE JANA-SANDELL-SPARK-AIM-VELOCITY GROUP BELIEVE TOBE REASONABLE, BUT THERE CAN BE NO ASSURANCE OR GUARANTEETHAT ACTUAL RESULTS OR PERFORMANCE OF THE ISSUER WILL NOTDIFFER, AND SUCH DIFFERENCES MAY BE MATERIAL. THE JANA-SANDELL-SPARK-AIM-VELOCITY GROUP DISCLAIMS ANY OBLIGATIONTO UPDATE THE INFORMATION CONTAINED HEREIN.THIS PRESENTATION DOES NOT RECOMMEND THE PURCHASE OR SALEOF ANY SECURITY. UNDER NO CIRCUMSTANCES IS THISPRESENTATION TO BE USED OR CONSIDERED AN OFFER TO SELL OR ASOLICITATION OF AN OFFER TO BUY ANY SECURITY. MEMBERS OF THEJANA-SANDELL-SPARK-AIM-VELOCITY GROUP CURRENTLY HOLD ASUBSTANTIAL AMOUNT OF SHARES OF COMMON STOCK OF THE ISSUER AND MAY FROM TIME TO TIME SELL ALL OR A PORTION OF THEIR SHARES IN OPEN MARKET TRANSACTIONS OR OTHERWISE (INCLUDINGVIA SHORT SALES), BUY ADDITIONAL SHARES (IN OPEN MARKET OR PRIVATELY NEGOTIATED TRANSACTIONS OR OTHERWISE), OR TRADEIN OPTIONS, PUTS, CALLS OR OTHER DERIVATIVE INSTRUMENTSRELATING TO SUCH SHARES. THE MEMBERS OF THE JANA-SANDELL-SPARK-AIM-VELOCITY GROUP ALSO RESERVE THE RIGHT TO TAKE ANYACTIONS WITH RESPECT TO THEIR INVESTMENTS IN THE ISSUER ASTHEY MAY DEEM APPROPRIATE, INCLUDING, BUT NOT LIMITED TO,COMMUNICATING WITH MANAGEMENT OF THE ISSUER, THE BOARD OFDIRECTORS OF THE ISSUER AND OTHER INVESTORS OR CONDUCTING APROXY SOLICITATION WITH RESPECT TO THE ELECTION OF PERSONSTO THE BOARD OF DIRECTORS OF THE ISSUER.
ALL SHAREHOLDERS OF THE ISSUER ARE ADVISED TO READ THEDEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATEDTO THE SOLICITATION OF PROXIES BY THE PARTICIPANTS FROMTHE SHAREHOLDERS OF THE ISSUER FOR USE AT THE 2008 ANNUALMEETING OF SHAREHOLDERS OF THE ISSUER WHEN THEY BECOMEAVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANTINFORMATION. WHEN COMPLETED, THE DEFINITIVE PROXYSTATEMENT AND FORM OF PROXY WILL BE MAILED TOSHAREHOLDERS OF THE ISSUER AND WILL, ALONG WITH OTHERRELEVANT DOCUMENTS, BE AVAILABLE AT NO CHARGE ON THESEC'S WEB SITE ATHTTP://WWW.SEC.GOV. INFORMATIONRELATING TO THE PARTICIPANTS IS CONTAINED IN EXHIBIT 2 TOTHE SCHEDULE 14A FILED BY THE PARTICIPANTS WITH THE SEC ONMARCH 13, 2008.
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