SeaChange Response to SONY Sonaps RFQ

Table of Contents

1.0 SeaChange Overview................................................4 SeaChange MediaLibrary Products..............................5 3.0 SeaChange Proposal Summary..............................13 5.0 Proposal for Large Material Server......................18 6.0 Proposal for XLarge Material Server...................20 7.0 Product Specification against Sonaps Requirements.................................................................22 8.0 Manufacturing Specification against Sonaps Requirements.................................................................29 9.0 Service Specification against Sonaps Requirements .........................................................................................31 10.0 Appendices.............................................................38
Figure 1: RAID Squared Explained.....................................................................................5 Figure 2: No Single Point of Failure....................................................................................6 Figure 3: RAID Squared vs. N+2........................................................................................8 Figure 4: MediaLibrary Product Roadmap..........................................................................9 Figure 5: SiByte vs. FSI-2000...........................................................................................11 Figure 6: Drawer of Drives................................................................................................11 Figure 7: MediaLibrary 6000NG Architecture..................................................................12 Figure 8: MediaLibrary 6000NG Architecture..................................................................12 Figure 9: NRE Cost............................................................................................................13 Figure 10: SeaChange Proposal Summary........................................................................14 Figure 11: 5-node MediaLibrary 24000ex (146GB SCSI) Specification..........................16 Figure 12: 5-node MediaLibrary 24000ex Specification vs. Mid Size Requirements......16 Figure 13: 4-node MediaLibrary 6000NG (500GB SATA) Specification........................17 Figure 14: 4-node MediaLibrary 6000NG Speciation vs. Mid Size Requirements...........17 Figure 15: 5-node MediaLibrary 24000ex (300GB SCSI) Specification..........................18 Figure 16: 5-node MediaLibrary 24000ex Specification vs. Large Requirements............18 Figure 17: 4-node MediaLibrary 6000NG (500GB SATA Specification)........................19 Figure 18: 4-node MediaLibrary 6000NG Specification vs. Large Requirements............19 Figure 19: 12-node MediaLibrary 24000ex (300GB SCSI) Specification........................20 Figure 20: 12-node MediaLibrary 24000ex Specification vs. XLarge Requirements.......20 Figure 21: 4-node MediaLibrary 6000NG (500GB SATA) Specification........................21 Figure 22: 4-node MediaLibrary 6000NG Specification vs. XLarge Requirements.........21 Figure 23: Random Read Latency.....................................................................................22 Figure 24: Small File Write Latency.................................................................................23 Figure 25: File Open Latency............................................................................................24

1.0 SeaChange Overview

SeaChange, founded in 1993, has always been dedicated to one goal the development of high performance, low cost storage and networking solutions for television. The National Television Academy of Arts and Sciences recognized this commitment in 2000, awarding SeaChange an Emmy for technical achievement. We have over a 10 year track record of delivering the most reliable digital media servers and seamless software solutions to over 700 customers worldwide. The company is headquartered in Acton, MA with research and development in Acton, Greenville NH, and Fort Washington PA. SeaChanges staff of over 750 employees (450+ dedicated to development and support) across the globe has a single missionto support our customers. SeaChange has been recognized by the analyst firm Frost & Sullivan as having the largest installed base of media servers for 3 consecutive years with over 15,000 servers installed within television facilities. The value of this experience to Sony is an understanding of your goals and opportunities. SeaChange has the product specialists and subject matter experts to support your unique markets and needs. We have commercially deployed the technologies you will come to rely on and have a long list of references with petabytes of media storage online serving television operations. SeaChange provides total solutions from design and deployment to support and expansion. SeaChange is a partner who can be trusted to deliver. All of our solutions are backed by industry-leading support. We have a team of over 150 trained and highly experienced staff who rapidly resolve issues with hardware and software 24 hours a day, seven days a week. We also have a major international presence to compliment Sonys worldwide sales and services operations. We pride ourselves in this international operation and our ability to offer support and assistance to global customers. And finally, we pride ourselves on not just providing technology, but also providing a long term partnership in the planning stage, launch stage, and most importantly, in the deployment and growth stages. We are very excited about this opportunity and are confident that we can provide the products and services that will help Sony Corporation to realize the goals and benefits of this partnership and new Sonaps product rollout.

SeaChange MediaLibrary Products

2.1 MediaCluster Platform

MediaCluster is the common system platform for SeaChanges diverse array of server products, including the widely-deployed SeaChange Video-On-Demand and SeaChange Broadcast systems. A MediaCluster is a network of computer servers (each server is known as a node), built from best-of-breed commodity components and interconnected by high-performance InfiniBand switched fabric, delivering scalable performance and storage capacity as a single computer system. MediaClusters industry-proven, patented technology delivers a unique set of value propositions to service providers and enterprise customers. RAID2: SeaChange MediaCluster derives its unique set of capabilities from SeaChanges revolutionary, patented RAID2 (RAID squared) technology. RAID (Redundant Array of Inexpensive Disks) is the established technology for a single computer to balance workloads across multiple disks and protect data against disk failures. SeaChange RAID2 innovatively extends RAID technology from a single computer to a network of interconnected computers, balancing workloads across all computer nodes and making the whole system fault resilient against disk failures and computer node failures. Most importantly, RAID2 achieves these high-value functions at a fraction of the cost of the traditional mirroring technology.

Figure 1: RAID Squared Explained

No Single Point of Failure: The MediaCluster masks component failures transparently from client applications, regardless of whether those failures occur within disks, network links, and/or computer nodes. Missing data is recovered in real time without affecting client application availability or performance even for demanding High Definition streaming video record and playback. The following High Availability features are supported by the MediaCluster:

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1. Each cluster node is equipped with 3 AC or DC power supplies configured in an

N+1 configuration to protect against power failures.

2. In the event of a single disk failure, data is protected by hardware RAID5 at each
cluster node without causing node failure (see Figure 2).

3. In the event of a node failure, be it due to multiple disk failures, processor failure,
or motherboard failure, data is protected by SeaChange's patented RAID2 software. The state of the MediaCluster changes from green to orange (indicating a lost link) but continues ingesting and supplying data to all network ports and edge cards.

4. The MediaCluster also supports dual InfiniBand switch High Availability

configuration. In the event of a switch failure or InfiniBand Link failure, every cluster node automatically switches to communicate via the secondary InfiniBand switch without affecting MediaCluster operations.

Figure 2: No Single Point of Failure

Scalable Bandwidth and Capacity: Using InfiniBand switched fabric, MediaCluster automatically distributes workload evenly across all MediaCluster computer nodes and their disks. This inherent load-balancing allows MediaCluster to eliminate performance hotspots and storage underutilization without expensive data migration and hardware reconfiguration. Performance and storage capacity can be scaled independently based on application requirements and business needs, making MediaCluster the ideal platform for both high-performance video servers and data-intensive media libraries. Scalable Bandwidth: Each MediaCluster node is configured with one to multiple network interface cards. Bandwidth can be expanded online by adding new nodes one at a time while the MediaCluster is in operation. After a new node is added, the MediaCluster automatically re-stripes data across all the nodes

If a sing
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(including the new node), seamlessly integrating the additional bandwidth and capacity into its overall resources.

Scalable Capacity: Independent from online bandwidth expansion, a customer can scale the storage capacity online by adding disks and/or disk expansions to cluster nodes (see Drawer of Drives in later sections). Storage capacity can also be scaled up by upgrading to larger capacity drives, one node at a time. RAID 2 automatically rebuilds data on the new, larger capacity drives in the upgraded node.

Cost Effective: MediaCluster RAID2 protects data by generating and maintaining parity data, an overhead that represents 11% of the total storage capacity for a nine-node MediaCluster. In comparison traditional mirroring technology requires a redundant copy of all the data, an overhead that amounts to 50% of the total storage capacity. This translates into 45% cost savings for MediaCluster customers. Combined with commodity hardware and best-in-class system packaging, MediaCluster RAID2 delivers the most cost effective, reliable and scalable platform solution in todays market place. MediaCluster customers also benefit from reduced management cost from managing a single networked system as opposed to many independent computer systems. Furthermore, MediaCluster computer nodes and storage expansions come in compact, rack-mountable form factors, making it the ideal solution for data centers. RAID2 vs. N+2: Compared to alternative data protection technologies such as N+2, RAID2 provides stronger fault resilience, better storage efficiency, and higher performance. N+2 only protects data at the cluster level, leaving the individual nodes vulnerable to a single disk failure. A single disk failure would knock a node offline in N+2, triggering expensive rebuild for the whole node. In contrast, RAID2 relies on hardware RAID5 to protect against single disk failures at each node and therefore reduces the subsequent recovery process from node rebuild to single disk rebuild. Furthermore, as shown in Figure 3, RAID2 incurs less data redundancy overhead than N+2 when the number of nodes in a cluster is below six. As a matter of fact, RAID 2 offers 20% cost savings than N+2 in a 4-node cluster, which is the configuration required by Sonaps Material Servers (see 3.0 to 5.0 for configuration details). And finally, RAID2 distributes the compute intensive parity generation function XOR at both the cluster (software RAID) and the node (hardware RAID) levels, resulting in higher performance than N+2.

Figure 3: RAID Squared vs. N+2

2.2

MediaLibrary Products

Capitalizing on MediaClusters architectural and technological advantages, SeaChange International has introduced MediaLibrary, a shared file storage system specifically designed to support rich media applications. Customers of the MediaLibrary products enjoy the following benefits: CIFS and FTP Interface: Because of its support of standard CIFS (Common Internet File System) and FTP (File Transfer Protocol) protocols, the MediaLibrary can store any rich media file, independent of video/audio format, compression algorithm or file wrapper. Single Shared File System: The MediaLibrary presents a single file storage pool while striping and protecting data across multiple cluster nodes, significantly reducing management complexity and improving capacity utilization. The MediaLibrary single shared file system architecture delivers the following set of unique values to customers:

Load Balancing: A scalable number of application workstations can be attached to the MediaLibrary, each having access to all the files in the system. This allows applications to load balance across multiple network interfaces. Based on the application requirement, the customer can attach a workstation to a single GigE network interface, multiple GigE network interfaces or configure multiple workstations to share the same GigE interface. Collaborative Workflow: Multiple workstations can achieve complex workflow without having to copy files from one workstation to another. Applications can also open and access the same file from multiple workstations (single writer and multiple readers) to achieve truly collaborative workflow.

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Ease of Management: The MediaLibrary completely eliminates the antique notion of volumes and the complexity of managing volumes (provision/deprovision, grow/shrink, capacity planning, performance mgmt, data migration, etc.). All storage resources are part of the single storage pool. Capacity planning becomes a simple matter of monitoring the utilization level of the pool. New storage resources can be added online and seamlessly integrated into the pool.

SeaChange has established the following MediaLibrary product roadmap, with a special emphasis on addressing SONY Sonaps requirements. Subsequent sections provide more details on the roadmap.

Figure 4: MediaLibrary Product Roadmap

2.3

MediaLibrary 24000ex

The MediaLibrary 24000ex is the fourth SeaChange MediaLibrary product, with limited availability to Sony for Sonaps evaluation testing in Q2, 2006 and general availability in August, 2006. The MediaLibrary 24000ex delivers the highest performance of any SeaChange storage product to date. Enhancements versus the previous generation MediaLibrary product include: File access is provided via the second-generation SeaChange FSI-2000 IP Accelerator Card, which implements standard file transfer protocols such as FTP and CIFS. Each cluster node includes four FSI-2000 cards to provide high-performance file access to attached client applications. New PCI Express backplane and 4X InfiniBand cluster interconnect delivers higher cluster data throughput, particularly on input/write Dual InfiniBand HA (High Availability) configuration (active-passive failover) that eliminates any single point of failure from cluster interconnect fabric. SeaChange has identified a number of software behavior issues based on the testing of MediaLibrary products at SONY. SeaChange is committed to addressing these issues as part of the MediaLibrary 24000ex general release in Q3, 2006 (see Figure 1: MediaLibrary Product Roadmap).

2.4

MediaLibrary 6000NG (Next Generation)

The MediaLibrary 6000NG is the next generation SeaChange MediaLibrary product, due in Q4, 2006. By leveraging the latest advancements in Intel server platform, IP accelerator cards, SATA disk drives, and the emerging SAS storage expansion technologies, the MediaLibrary 6000NG achieves unprecedented cost/performance improvements over previous generations of MediaLibrary products, leapfrogging competitive file storage products in the market space. SeaChanges latest Video-OnDemand (VOD) server product already leverages the same hardware platform and its various components, demonstrating the cost/performance gains and significantly reduceing the risks for the MediaLibrary 6000NG product delivery. Key technology advancements include: Alcolu Intel server platform Each MediaLibrary 6000NG cluster node is based on Intels newest high performance server platform (codenamed Alcolu). This compact 2RU platform packs in significant computing and I/O power, including 3.2Ghz processors, PCI Express backplane, six drives (SAS or SATA), and Intels next generation memory technology Fully Buffered DIMM. By buffering memory access over point-to-point interconnect, Fully Buffered DIMM provides 12 times the memory capacity and 4 times the memory bandwidth, making it the ideal memory caching technology for high performance applications. Based on the same Alcolu server platform, SeaChanges latest VOD server has been demonstrated to achieve 5.7Gbps streaming bandwidth per cluster node. SiByte IP Accelerator Card SiByte IP Accelerator card is the fruit of a joint engineering development effort between SeaChange and Broadcom to deliver the next generation IP Accelerator technology. Because of its faster processor and internal bus speeds, one SiByte IP accelerator card is able to double the network bandwidth of four FSI-2000 cards in the MediaLibrary 24000ex. SiByte is also a key component in SeaChanges latest VOD server product, producing 3.6Gbps video streaming throughput per card. Do note this technology is tried and proven in our currently released VOD server product.

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SiByte IP Accelerator Card Four 1.2Ghz CPU cores 2GB memory 128Gbps internal bus bandwidth Four GigE ports per card One card per ML6000NG cluster node 3.2Gbps CIFS bandwidth per card (expected) 3.2Gbps CIFS bandwidth per cluster node (expected) Drawer of Drives

FSI-2000 IP Accelerator Card One 800Mhz ARM core 500MB memory 16.7Gbps internal bus bandwidth One GigE port per card Four cards per ML24000ex cluster node 400Mbps CIFS bandwidth per card (tested) 1.6Gbps CIFS bandwidth per cluster node (tested)

Figure 5: SiByte vs. FSI-2000

Figure 6: Drawer of Drives

A monster storage expansion chassis, the 5RU Drawer of Drives can hold up to 72 drives (6 cells, 12 drives per cell) and 36TB of SATA storage. The Drawer of Drives is unprecedented in its density, cost, and performance. Its density (72 drives in 5RU chassis) dwarfs other storage expansion technologies in the market (12 drives in 2RU chassis or 16 drives in 3RU chassis). This high density also translates into significant cost savings, amortizing the cost of the expansion chassis over a greater number of drives. In addition, SeaChange further reduces its cost to our customers by pricing the Drawer of Drives based on the number of cells in the chassis instead of charging the whole expansion chassis up front. This allows our customers to deploy partially populated chassis and reduce the initial deployment cost. As their storage demand increases, the customers can simply order more disk drives and cells to add into existing Drawer of Drives, realizing the benefit of storage on demand. The Drawer of Drives provides 8Gbps I/O bandwidth to a single cluster node. With build-in redundant power supplies and two independent host connections, one Drawer of Drives can also be shared between two cluster nodes without introducing single point of failure. Last but not the least, the Drawer of Drives enables MediaLibrary 6000NG to use cost effective SATA (Serial ATA) disk drives, bringing unprecedented cost/performance benefits to the customers.

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Leveraging these latest hardware advancements while retaining RAID2 and single shared file system software differentiations, the MediaLibrary 6000NG achieves independent scaling of bandwidth and storage capacity. Customers can scale file access network bandwidth by adding 2RU cluster nodes, without incurring significant increase in storage capacity and cost. Storage capacity can be scaled by adding cells to existing Drawer of Drives or adding new Drawer of Drives. SeaChanges proposal to Sony Sonaps Material Server in the next section clearly demonstrates the cost/performance advantages of the MediaLibrary 6000NG product.

Figure 8: MediaLibrary 6000NG Architecture

Figure 7: MediaLibrary 6000NG Architecture

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3.0 SeaChange Proposal Summary

3.1 Evaluation and System Qualification Testing
SeaChange would like to become the supplier of the Material Servers for SONY Sonaps HD News Production systems. In order to establish a long term, mutually beneficial relationship, SeaChange proposes that the evaluation and integration testing follow the following steps:

Step 1: SeaChange has already delivered a 9-node MediaLibrary 24000ex to Sony in Q2, 2006 Step 2: Once SeaChange is chosen as the supplier, SeaChange will provide four 8-port InfiniBand switches to Sony in exchange for the 24-port InfiniBand switch shipped to Sony in Q2, 2006. The four 8-port switches would allow Sony to break up the 9-node MediaLibrary 24000ex into one 4-node and one 5-node clusters, each with dual switch HA configurations. This should meet Sonys requirements for two Mid Size Material Servers for evaluation testing in Q3, 2006. Step 3: SeaChange will deliver a software upgrade for MediaLibrary 24000ex in Q3, 2006 for Sonaps Connectivity Evaluation testing. The software upgrade will address the software behavior issues identified by Sony (see Figure 4: MediaLibrary Roadmap) Step 4: SeaChange will make available two of the first commercial release MediaLibrary 6000NG products (4-node clusters) to Sony in Q4, 2006 for Sonaps System Qualification testing. The MediaLibrary 6000NG runs the same software as MediaLibrary 24000ex with significant cost/performance improvements on hardware.

To ensure the delivery of the software upgrade in step 3 and to address any issues and requirements identified during Sonaps Connectivity and System Qualification testing, SeaChange would like to dedicate three engineers (two developers and one QA) to the Sony Sonaps project. SeaChange propose that Sony fund these resources via an NRE (Nonrecurring Engineering) contract at the total amount of $300,000 (outlined in Figure 9 below) Monthly Burdened Cost of an Engineer* $17,000
Figure 9: NRE Cost

Number of Engineers 3

Duration of Project 6 months

Total NRE Cost $300,000

* Burdened cost includes salary, benefits, facility, and equipments

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3.2 Summary of SeaChange Configurations and Quotations

Sony Requirements SeaChange Configuration Proposal 5-node MediaLibrary 24000ex Mid Size Material Server Large Size Material Server
XLarge Size Material Server

SeaChange Commitment Schedule Q3, 2006 Q4, 2006 Q3, 2006 Q4, 2006 Q3, 2006 Q4, 2006

SeaChange Quotation for Product* $244,150 $117,000 $323,450 $156,250 $782,500 $263,400

SeaChange Quotation for Service** $14,650/year $7,050/year $19,450/year $9,400/year $46,950/year $15,850/year

120X 146GB SCSI drives 4-node MediaLibrary 6000NG 48X 500GB SATA drives 5-node MediaLibrary 24000ex 120X 300GB SCSI drives 4-node MediaLibrary 6000NG 96X 500GB SATA drives 12-node MediaLibrary24000ex 288X 300GB SCSI Drives 4-node MediaLibrary 6000NG 216X 500GB SATA drives
st

* Price quotation includes product license and the 1 year warranty ** Service quotation applies to the first 5 years after customer purchase. Beyond 5 year support services coverage is available at a higher support premium Figure 10: SeaChange Proposal Summary

Please note that the MediaLibrary 6000NG proposal requires the same number of cluster nodes (four) for Mid Size, Large, and XLarge Material Servers, with 48, 96, 216 SATA drives respectively to meet the three distinctive storage capacity and bandwidth requirements (see subsequent sections for details). This allows a Sonaps customer to upgrade non-disruptively from Mid Size to Large, or Large to XLarge by simply adding drive cells or Drawer of Drives. Online add-a-node expansion is still supported but becomes unnecessary. SeaChange would also like to propose the following volume discounts based on Sony Sonaps business cases: Quantity of MediaLibrary Sold per Six Months (CY07-CY09) 0 10 units 11 16 units 17 50 units More than 50 units SeaChange Volume Discount * None 5% 10% 15%

Case 1 Case 2 Case 3 Case 4

* Discount % off the product quotation in Figure 10; not applicable to service quotation.

SeaChange proposes that at the end of every six month period SeaChange and Sony review the number of MediaLibrary units sold over the past period and apply the above discounts retrospectively.

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SeaChange has a track record of leveraging the latest technology advancements and transferring the achieved cost/performance gains to our customers. Going forward we are committed to this strategy as well. We expect to enjoy on average a 15% cost saving every six months and to transfer these cost savings to our customers. As our commitment to Sony Sonaps, we propose that SeaChange and Sony review the MediaLibrary price book and product roadmap on a quarterly basis during the duration of this supplier relationship. SeaChange is obligated to:

1. Reduce our supplier price to Sony by the same percentage if there is a price
reduction in our MediaLibrary price book.

2. Provide Sony the latest MediaLibrary products at the same supplier discount
agreed upon in the original supplier agreement.

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4.0

Proposal for Mid Size Material Server

5-node MediaLibrary 24000ex with 146GB SCSI Drives

Item Cluster Nodes Number of Nodes Network Interface Cards Number of Network Interface Cards Disk Drives Number of Drives Storage Expansion Rackmount Dimension InfiniBand Switches Specification 6RU chassis with PCI Express backplane and Intel 3.2 Ghz Xeon Processor 5 FSI2000 Network Accelerator Card (1 GigE port) 4 per node 20 in total 146GB 10K RPM SCSI 3.5 disk drives 24 drives per node 120 drives in total None 6 RU per node 30 RU in total 2 x 8-port switches (Active-Passive failover)

Figure 11: 5-node MediaLibrary 24000ex (146GB SCSI) Specification

Item Usable Capacity

Sony Requirement SeaChange Specification 7TB (HD35) 9TB (HD50) 51,000 1,770 45 (20 Reads + 25 Writes) 3,157Mbps (1,754 Reads + 1,403 Writes) 11.6TB

SeaChange Commitment Schedule Now

Number of Files Number of Sessions Number of 50Mbps Streams Total Bandwidth

256,000 30 sessions per FSI interface 600 per MediaLibrary cluster 6 per FSI Interface (Read and/or Write) 120 per MediaLibrary cluster 400Mbps per FSI Interface (Read and/or Write) 8Gbps in total

Now Will meet requirement in Q3, 2006* Now Now

* Refer to Figure 4 MediaLibrary Product Roadmap deliverable #2 in Q3, 2006 Figure 12: 5-node MediaLibrary 24000ex Specification vs. Mid Size Requirements

SeaChange price quote on the 5-node MediaLibrary 24000ex cluster(including the first year warranty): $244,150

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4-node MediaLibrary 6000NG with 500GB SATA Drives

Item Cluster Nodes Number of Nodes Network Interface Cards Number of Network Interface Cards Disk Drives Number of Drives Storage Expansion Rackmount Dimension Number of InfiniBand Switches Specification 2RU chassis with PCI Express backplane and Intel 3.2 Ghz Xeon Processor 4 SiByte Network Accelerator Card (4 GigE ports) 1 per node 4 in total 500GB 7,500 RPM SATA 3.5 disk drives 12 drives per node 48 drives in total 2 Drawers of Drives, each shared by two nodes (see Figure 1: MediaLibrary 6000NG Architecture) 6 RU per node 5 RU per Drawer of Drives 18 RU in total 2 x 8-port switches (Active-Passive failover)

Figure 13: 4-node MediaLibrary 6000NG (500GB SATA) Specification

Item Usable Capacity

Sony Requirement SeaChange Specification 7TB (HD35) 9TB (HD50) 51,000 1,770 45 (20 Reads + 25 Writes) 3,157Mbps (1,754 Reads + 1,403 Writes) 14.6TB*

SeaChange Commitment Schedule Q4 2006

Number of Files Number of Sessions Number of 50Mbps Streams Total Bandwidth

256,000 Will meet requirement Will meet requirement 3.2Gbps in total

Now Q4 2006 Q4 2006 Q4 2006

* 48 SATA disk drives are required to sustain 3.2Gbps bandwidth. Figure 14: 4-node MediaLibrary 6000NG Speciation vs. Mid Size Requirements

SeaChange price quote on the 4-node MediaLibrary 6000NG cluster (including the first year warranty): $117,000

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5.0 Proposal for Large Material Server

5-node MediaLibrary 24000ex with 300GB SCSI Drives
Item Cluster Nodes Number of Nodes Network Interface Cards Number of Network Interface Cards Disk Drives Number of Drives Storage Expansion Rackmount Dimension InfiniBand Switches Specification 6RU chassis with PCI Express backplane and Intel 3.2 Ghz Xeon Processor 5 FSI2000 Network Accelerator Card (1 GigE port) 4 per node 20 in total 300GB 10K RPM SCSI 3.5 disk drives 24 drives per node 120 drives in total None 6 RU per node 30 RU in total 2 x 8-port switches (Active-Passive failover)

Figure 15: 5-node MediaLibrary 24000ex (300GB SCSI) Specification

Item Usable Capacity

Sony Requirement SeaChange Specification 14TB (HD35) 18TB (HD50) 102,000 3,320 80 (35 Reads + 45 Writes) 5,597Mbps (3,140 Reads + 2,457 Writes) 21.8TB

SeaChange Commitment Schedule Now

Number of Files Number of Sessions Number of 50Mbps Streams Total Bandwidth

256,000 30 sessions per FSI interface 600 per MediaLibrary cluster 6 per FSI Interface (Read and/or Write) 120 per MediaLibrary cluster 400Mbps per FSI Interface (Read and/or Write) 8Gbps in total

Now Will meet requirement in Q3, 2006* Now Now

* Refer to Figure 4 MediaLibrary Product Roadmap deliverable #2 in Q3, 2006 Figure 16: 5-node MediaLibrary 24000ex Specification vs. Large Requirements

SeaChange price quote on the 5-node MediaLibrary 24000ex cluster (including the first year warranty): $323,450

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4-node MediaLibrary 6000NG with 500GB SATA Drives

Item Cluster Nodes Number of Nodes Network Interface Cards Number of Network Interface Cards Disk Drives Number of Drives Storage Expansion Rackmount Dimension Number of InfiniBand Switches Specification 2RU chassis with PCI Express backplane and Intel 3.2 Ghz Xeon Processor 4 SiByte Network Accelerator Card (4 GigE ports) 1 per node 4 in total 7,500 RPM SATA 3.5 disk drives 24 drives per node 96 drives in total 2 Drawers of Drives, each shared by two nodes (see Figure 1: MediaLibrary 6000NG Architecture) 6 RU per node 5 RU per Drawer of Drives 18 RU in total 2 x 8-port switches (Active-Passive failover)

Figure 17: 4-node MediaLibrary 6000NG (500GB SATA Specification)

Item Usable Capacity

Sony Requirement SeaChange Specification 14TB (HD35) 18TB (HD50) 102,000 3,320 80 (35 Reads + 45 Writes) 5,597Mbps (3,140 Reads + 2,457 Writes) 29.3TB*

SeaChange Commitment Schedule Q4 2006

Number of Files Number of Sessions Number of 50Mbps Streams Total Bandwidth

256,000 Will meet Sony requirement Will meet Sony requirement 6Gbps in total

Now Q4 2006 Q4 2006 Q4 2006

* 96 SATA disk drives are required to sustain 6Gbps bandwidth Figure 18: 4-node MediaLibrary 6000NG Specification vs. Large Requirements

SeaChange price quote on the 4-node MediaLibrary 6000NG cluster (including the first year warranty): $156,250

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6.0 Proposal for XLarge Material Server

12-node MediaLibrary 24000ex with 300GB SCSI Drives
Item Cluster Nodes Number of Nodes Network Interface Cards Number of Network Interface Cards Disk Drives Number of Drives Storage Expansion Rackmount Dimension InfiniBand Switches Specification 6RU chassis with PCI Express backplane and Intel 3.2 Ghz Xeon Processor 12 FSI2000 Network Accelerator Card (1 GigE port) 4 per node; 48 in total 300GB 10K RPM SCSI 3.5 disk drives 24 drives per node; 288 drives in total None 6 RU per node; 72 RU in total 2 x 24-port switches (Active-Passive failover)

Figure 19: 12-node MediaLibrary 24000ex (300GB SCSI) Specification

Item Usable Capacity

Sony Requirement SeaChange Specification 47TB (HD35) 60TB (HD50) 3,360,000 5,320 120 (55 Reads + 65 Writes) 8,911Mbps (5,171 Reads + 3,740 Writes) 60TB

SeaChange Commitment Schedule Now

Number of Files Number of Sessions Number of 50Mbps Streams Total Bandwidth

256,000 30 sessions per FSI interface 1,440 per MediaLibrary cluster 6 per FSI Interface (Read and/or Write) 288 per MediaLibrary cluster 400Mbps per FSI Interface (Read and/or Write) 19Gbps in total

Will meet requirement in Q306* Will meet requirement in Q306** Now Now

* Refer to Figure 4 MediaLibrary Product Roadmap deliverable #1 in Q3, 2006 ** Refer to Figure 4 MediaLibrary Product Roadmap deliverable #2 in Q3, 2006 Figure 20: 12-node MediaLibrary 24000ex Specification vs. XLarge Requirements

SeaChange price quote on the 5-node MediaLibrary 24000ex cluster (including the first year warranty): $782,500

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4-node MediaLibrary 6000NG with 500GB SATA Drives

Item Cluster Nodes Number of Nodes Network Interface Cards Number of Network Interface Cards Disk Drives Number of Drives Storage Expansion Rackmount Dimension Number of InfiniBand Switches Specification 2RU chassis with PCI Express backplane and Intel 3.2 Ghz Xeon Processor 4 SiByte Network Accelerator Card (4 GigE ports) 1 per node 4 in total 7,500 RPM SATA 3.5 disk drives 54 drives per node 216 drives in total 4 Drawers of Drives, one for each node 6 RU per node 5 RU per Drawer of Drives 28 RU in total 2 x 8-port switches (Active-Passive failover)

Figure 21: 4-node MediaLibrary 6000NG (500GB SATA) Specification

Item Usable Capacity

Sony Requirement SeaChange Specification 47TB (HD35) 60TB (HD50) 3,360,000 5,320 120 (55 Reads + 65 Writes) 8,911Mbps (5,171 Reads + 3,740 Writes) 65.9TB*

SeaChange Commitment Schedule Q4 2006

Number of Files Number of Sessions Number of 50Mbps Streams Total Bandwidth

Will meet Sony requirement Will meet Sony requirement Will meet Sony requirement 12Gbps in total

Q4 2006 Q4 2006 Q4 2006 Q4 2006

* 216 SATA drives are required to sustain 12Gbps bandwidth. Figure 22: 4-node MediaLibrary 6000NG Specification vs. XLarge Requirements

SeaChange price quote on the 4-node MediaLibrary 6000NG cluster (including the first year warranty): $263,400

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7.0 Product Specification against Sonaps Requirements

7.1 Performance Impact during Degraded, Rebuild, and Online Expansion

(Response to 3.1 in RFQ)

TBA

7.2

Worst response time for random reads

(Response to 3.1.2 in RFQ) The following histogram is based on running 64KB random read tests 10,000 times on a 4-node MediaLibary 24000ex:

Figure 23: Random Read Latency

The MediaLibrary today does meet the required random read latency limit of 64KB/200msec 95% of the times. SeaChange will investigate to further reduce this random read latency.

Worst response time for small file writes

(Response to 3.1.2 in RFQ) The following histogram is based on running 64KB file write tests 10,000 times on a 4-node MediaLibary 24000ex (file remains open while being repeatedly updated):

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Figure 24: Small File Write Latency

The MediaLibrary today does meet the required small file write latency limit of 64KB/200msec.

Worst time-shift for reading file before start writing

(Response to 3.1.3 in RFQ)

TBA

Worst response time for GetFileAttr/Open/Close/Access

(Response to 3.1.4 in RFQ) The following histogram is based on running Open, GetFileAttr, Read, and Close tests and in this sequence on a 4-node MediaLibary 24000ex:

100% 90%
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Figure 25: File Open Latency

The response times of GetFileAttr and Close all fall within 50msec. The MediaLibrary today does meet the required latency limit of 500 msec.

Specification Requirements
(Response to 3.2 in RFQ) Item Usable Capacity Number of files File size Number of Session/Streams QoS Load Balancing File System Protocol File System High Availability Redundancy Hot Swappable Sony Requirements Mid size: 7-9TB Large size: 14-18TB XLarge size: 47-60TB Mid size: 51,000 Large size: 102,000 XLarge size: 3,360,000 64KB 300GB Specify your limitation per GigaBit Ether port Specify your characteristics Specify your characteristics CIFS/FTP Single shared file system Specify your characteristics No single point of failure Indicate hot swappable portion in your product SeaChange Specification Refer to MediaLibrary configurations in 4, 5, 6 256,000 (Now) Will meet requirements in Q306 TBA 30 sessions per port Will meet requirements in Q306 TBA See MediaLibrary Load Balancing in 2.2 Supports both CIFS and FTP See MediaLibrary Single Shared File System in 2.2 See MediaCluster No Single Point of Failure in 2.1 1. Disk drives, internal cooling fans, and power supplies are hot swappable. 2. A whole cluster node can be replaced online thanks to RAID2

50%

45%

40%

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technology. 3. A faulty InfiniBand switch can be replaced online in a dual switch HA configuration. Expandability (Bandwidth and Capacity) System Monitor Management Administration Online scalable expansion Provide specification Specify capability such as user management, volume management, Logging, performance tuning, restrictions (QoS), version updates See Scalable Bandwidth and Capacity in 2.1. Please refer to Attachment XX for Broadcast Utilities Reference. Please refer to Attachment XX for the MediaLibrary Management Guide. Please refer to Attachment XX for the SeaChange Server Reference Manual. TBA Please refer to Attachment XX for SeaChange Anti-Virus Policy. Please refer to Attachment XX for SeaChanges Security Updates Policy TBA TBA Service Disk The Service Disk contains a set of specialized software that provides the tools for Field Service Engineers at customer sites to ensure the proper operational maintenance of critical, on-air, SeaChange production servers. A Service Disk functions much like a roadside emergency kit, forestalling the need of customers to ship failed server systems back to the factory for repair. Instead, the software, installed on the Service Disk, lets Field Service Engineers repair server problems on-site. This minimizes video server off-air time a critical issue for media organizations (such as cable television

File/Folder Security (permission) Data Security (Protection)

Provide specification Provide specification

Network Security Data Recovery Time Configuration Ease of Setup

Provide specification Provide specification Provide specification

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companies) that must air material 24 hours, every day. Snapshot/Restore A snapshot file can recover your server system if your Service Disk or RAID system fails. It contains all files needed to reconstruct your server system to its prefailed state. In essence, a snapshot does what its name implies. Conceptually, it takes a picture of all software components that comprise a server and stores that picture in a compressed file (.ZIP) in one or more directories either on the Service Disk or on the RAID system for safekeeping. VsConfig.exe A SeaChange program that lets you create or change one or more configuration settings for your server. Configuration settings reside in the registry. You run VsConfig at a command prompt. VsConfig.exe displays a set of configuration questions for you to answer.The batch file that this creates is called vsinstal.bat. To store the configuration information (you have created or changed using VsConfig.exe) in the registry, you must run vsinstal.bat at a command prompt. A reboot of your server is then necessary to enable the configuration changes to take effect. Self Diagnostics Provide description of capability 1. To protect data against silent data corruptions such as those caused by disk medium errors, the MediaCluster regularly scans all disks in the background to discover and recover data corruptions using RAID5 and RAID2 parity data (a process referred to as consistency check).

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2. System Power On Self Test (POST) 3. VstrmStart: A procedure designed to run at system startup that ensures that the system is functioning normally and can be a full participating member of the cluster. Checks include RAID controller firmware, disk drive firmware and modepages. Diagnostics Remote diagnostics (SNMP) Service port for connection to field service, PC diagnostics software. Current diagnostic capabilities include: 1. Windows Remote Desktop (standard) 2. WebEx (available as needed) 3. System serial communications port for debugging functions (standard) 4. Telnet (if enable by the customer) 5. Windows Event Log (standard) We are actively working with a 3rd-party software vendor to improve the diagnostic capabilities of our products, including more traceable logs, cluster-wide event correlation, and historical trend analysis. Please refer to Attachment XX for SNMP documentation Please refer to Attachment XX for the SeaChange Alarms Package Handbook. We are looking into integrations with enterprise management software such as HP OpenView and IBM Tivoli to make our products an integral part of a customers generic IT infrastructure.

Remote Maintenance

SNMP support Specify capability of remote maintenance features and provide technical information such as MIB definition, MIB details and trap information, log file

Hardware Requirements
(Response to 3.3 in RFQ)

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Please refer to Attachment XX for preliminary product specifications on the SeaChange MediaLibrary 24000ex. TBA

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8.0 Manufacturing Specification against Sonaps Requirements

Product Quality Requirements
(Response to 3.4 in RFQ) SeaChange International strives to produce the highest quality products available on the market. The SeaChange product to support the storage for the SONY Sonaps product has a projected MTBF of 193,000 hours (22 years). The MTBF was calculated using field data. SeaChanges patented MediaCluster technology allows an entire cluster node to fail while remaining operational. The MBTDL for the RAID array is 2.7 billion hours. We have established a target of less than 1% defects that final inspection. We are aggressively working towards this target. We have established a target field Availability of 99.9997% or 6-sigma. We are currently at 5-sigma.

Environmental Certification Requirements

(Response to 5 in RFQ) SeaChange products comply with the EN55022 Low Voltage Directive. The products also comply with UL EN60950 for flammability. SeaChange International is in the process of implementing ISO 9000 controls. We will also be TL9000 certified. We expect to obtain certification by January 31, 2007. SeaChange International is aggressively working towards compliance with Directive 2002/95/EC and expects to be fully compliant by July 1, 2006. After reviewing Sony SS00259, we believe that we are compliant. We will periodically (at least quaterly) review the MSDS sheets for all components and products to insure full compliance and rapidly move to rectify any violations that may occur. We will also use Sony approved green partners where available.

Quality Management Reports

(Response to 6 in RFQ) Appendix XX contains the weekly quality reports for manufacturing. We are actively reviewing this data and have a Final Inspection goal of 1% defects or less. We are also working towards a first pass yield of greater than 95%. Also included are the QC checklists used to inspect the product.

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Appendix XX contains a copy of our ECO form that is used to control product releases and changes. Appendix XX contains an example of our DVT report. These reports are generated in Systems Engineering. Appendix XX contains a copy of our System Problem Report form. It is used for corrective action. We are implementing a process improvement system and expect to have it formalized in Q3 2006.

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9.0 Service Specification against Sonaps Requirements

PRODUCTION REQUIREMENTS
(Response to 4.2 in RFQ) Warranty: SeaChange warrants that all Products, including Software, will substantially conform to the functional documentation supplied with the product for a period of one (1) year from the date of System Acceptance. After warranty, SeaChange provides maintenance and support of all Products for an annual fee. Supply Chain Management: SeaChange has a typical lead time of four to eight weeks. We purchase any longer lead material to mitigate long lead-times for our customers. Our Supply Chain Management group has set a goal of two week lead time and is actively pursuing this target. The manufacturing plant meets all current production requirements in one shift. We currently run at 80% of capacity. In surge situations, we bring in contract labor and work overtime. We plan to add additional shifts as demand grows. Product Forecast: The attached template is used by all worldwide Sales and Partners in updating their forecasts on a weekly basis. This is used to assist the Just In Time Inventory Procurement team at SeaChange. EOL Policy: Technical Support Services will be provided under the Post Warranty Agreement terms and conditions for 5 years after purchase. Beyond 5 year support services coverage is available at a higher support premium. (Note: Beyond 5 year support services coverage do not include hotfixes and service packs).

9.2

SERVICE LEVEL REQUIREMENTS

(Response to 4.3 in RFQ)

9.2.1 HELP DESK & TELEPHONE SUPPORT

(Response to 4.3.1 in RFQ) Technical Telephone Support. SeaChange will provide Distributor (the definition of Distributor TBA) with technical support, available by telephone twenty four (24) hours per day, seven (7) days per week, three hundred sixty five (365) days per year to assist Distributor with Distributors technical and operational inquiries on behalf of a Distributor customer. SeaChange shall use reasonable efforts to respond to telephone support requests within thirty (30) minutes of receipt of Distributors call. Note that SeaChange

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has dedicated Japanese speaking hot line support engineers based in both headquarters and in our local Japan support team available to Sony Corporation. SeaChange will provide Maintenance Services for any SeaChange Hardware or Software as detailed in the Service Level Commitments as follows: Severity Levels Definitions (Product; Equipment and Software) Distributor will classify the Severity Level of a maintenance/warranty event upon notice to SeaChange. This includes, but is not limited to, instances where the event is more severe or having a greater impact than originally thought or if the event becomes more frequent or starts significantly affecting operations. (a) Severity 1 Highest Severity Product is down or service/traffic is affected. Product cannot be operated or maintained. (b) Severity 2 High Severity The event has serious impact or potential impact on the Product including impact on link to provisioning operations and should be given full attention until corrected. (c) Severity 3 Medium Severity Often associated with a bug fix or a change needed to eliminate a user work around; Product can operate with minimal impact on provisioning operations; a viable user work around is available. (d) Severity 4 Low Severity Often associated with a minor enhancement of existing features; no users work around is required. It is also a minor issue (e.g. spelling mistake). Response Times SeaChange shall use commercially reasonable efforts to address Product defects in the following manner: (a) Software Impacting: Severity Level
1

Remedied
Immediately commence work employing all necessary resources upon notification to provide a work around as soon as possible within four (4) hours after said notification.

Time Frame
Within twenty-four (24) hours SeaChange shall determine the solution that fixes the problem and schedule a time acceptable to Distributor for provision of the applicable Maintenance Release.

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Commence work immediately after notification to provide a work around within forty-eight (48) hours.

Within five (5) days SeaChange shall determine the solution that fixes the problem and schedule a time acceptable to Distributor for provision of the applicable Maintenance Release.

3 4

Next Maintenance Release Next major or intermediate release

Next Maintenance Release Next major or intermediate Release

(b) Equipment and Component Impacting:

Severity Level 1 Remedied SeaChange shall provide emergency stock. Time Frame Immediately commence work with all necessary resources upon notification; use commercially reasonable efforts to remedy within twenty-four (24) hours. Immediately commence work; use commercially reasonable efforts to remedy within twentyfour (24) hours. Replacement unit sent within twenty-four (24) hours of request by Distributor.

SeaChange shall provide emergency stock.

SeaChange shall provide emergency stock.

Response to Telephone Support calls: SeaChange will provide Customer with technical support, available by telephone 24 hours per day, 7 days per week to assist Customer with its technical and operational inquiries. SeaChange shall use reasonable efforts to respond telephone support requests within two hours of receipt of Customers call. Each call is logged in a Call Tracking Database at SeaChange. Calls are logged and tracked to provide continuity as well as record of prior events. This is to ensure that calls are handled consistently even if multiple resources need to be involved in the process. Each call is assigned a case number and is given to the customer logging the problem. Should the problem persist requiring the Customer to call back, the case number should be used to access prior information about the problem. SeaChange will use data from cases to maintain an online Knowledge Base. This Knowledge Base allows Technicians the ability to search for solutions to problems, resulting in a faster resolution process. A priority is set on service calls based on the severity of the problem encountered:

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Priority 1: System down Priority 2: Major component down, system operation degraded Priority 3. Major component down, system still operational Priority 4: Minor component down Priority 5: System operational with some technical or operational difficulties Priority 6: Technical or operational inquiries

Should a problem persist beyond a working period of four (4) hours, SeaChange Support Management is notified. SeaChange Support Management will engage Engineering or other SeaChange resources as needed to resolve the problem quickly, including possibly sending an engineer on-site if needed. For Priority 1 and Priority 2 situations, SeaChange Support Management shall diligently and continually work toward resolution of the problem as far as is necessary to have the problem resolved within twenty-four (24) hours of the problem having been reported wherever possible

9.2.2 ON-SITE REPAIR

(Response to 4.3.2 in RFQ) In case of any system failure, SeaChange Technical Support should be contacted. SeaChange Technical Support will determine, using Remote Diagnosis tools and techniques, what FRU (Field Replaceable Unit) or component(s) have failed and are in need of repair, or replacement. Further, SeaChange Technical Support will determine the course of action to remedy that situation as quickly as possible. These actions may include replacing the failing component with an on-site spare, or continue operating the system in a redundant backup, or degraded mode (depending on failure and system configuration) to allow time for the replacement component to arrive on site. In either case, an RMA (Return Material Authorization) Number is issued by SeaChange with instructions how to tag and return the defective part. SeaChange will send replacement parts within 24 hours, using an appropriate express carrier such as Federal Express. (the replacement time may vary in some locations and outside the United States). SeaChange operates under the policy that all RMA parts must be returned to SeaChange Logistics within two business weeks of receiving the hardware component. To facilitate the return of material, SeaChange will supply Customers with RMA return kits for every hardware shipment. RMA return Kits consist of a box for return shipment, packing materials, RMA identification form and a self addressed Federal Express Packing slip for return at SeaChanges expense. All RMA materials must be returned using SeaChange International Federal Express Packing slip for tracking purposes.

9.2.3 SERVICE AND SPARE PARTS

(Response to 4.3.3 in RFQ) SEACHANGE SPARE PARTS RECOMMENDATIONS In order to avoid excessive system down time due to delays in importing replacement

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from either its United States, European or its Asian offices, SeaChange recommends Distributor maintain a spares parts inventory at its facility in the local Territory. Distributors Spare parts inventory is in addition to each end user customer maintaining its own stock of spare parts. For every System sold, SeaChange recommends Distributor sell an additional set of System parts (Spare Parts) for that customer, to be stored at customers facility. End User Spare Parts are not entitled to Distributors Spare Parts discount. When placing orders with SeaChange, Distributors purchase order should reference a Spare Parts kit to be stored on-site where the System is to be installed. In addition to Spare Parts kits purchased by end-users, Distributor is recommended to maintain Spare Parts, at Its own facility, in accordance with the following guidelines: Number of a Certain type System 1-20 21-40 > 40 Number of spare System parts at Distributor facility minimum spare of 1 System minimum spare of 2 Systems (Cumulative) Five percent (5%) of the aggregate total of System(s).

For example, if Distributors customers collectively have sixty (60) server System(s) installed and in production site; then, in addition to each customer having Spare Part kits at its facility, Distributor should stock four (3), or 5% of 60, Spare Parts kits at Distributors facility.

9.2.4 SERVICE/TECHNICAL SUPPORT

(Response to 4.3.4 in RFQ) 1. Preventative Maintenance and Software Updates During the warranty period and while customer has a maintenance contract with SeaChange, SeaChange will provide programming services without additional charge to correct verified errors and issue corrections to software. Included in this service, SeaChange provides necessary Hot Fixes or Service Packs to correct software errors and bugs. A Service Pack is either a new release of a Software Product containing error corrections and/or modifications, or specific patches and fixes. A Hot Fix is a specific programming correction that can be delivered to customer prior to regularly scheduled releases of Service Packs. In response to telephonic notification from customer, SeaChange will use reasonable efforts to provide the necessary remedial services to correct the problem. SeaChange provides diagnosis and repair processes from a remote location whenever possible. 2. Recall/upgrade/modification policy

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Product change requests are released by SeaChange Engineering on an as needed basis. 3. Quality and reliability data Please refer to the MTBF data provided in 8.1. 4. Training and Sony Support staff (sales training) SeaChange provides basic product training to major customers and distributors at no-charge, provided such training occurs at SeaChanges facility in Acton, Massachusetts. Off-site training is available, provided customer pays all reasonable travel related expenses. 5. Technical Support and System Integration SeaChange provides technical support and system integration services to all new customers. System Integration support is provided, according to customers requirements, at a rate of ten thousand US dollars ($10,000.00) per week. This rate excludes travel and expenses.

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9.2.5 GLOBAL COVERAGE

(Response to 4.3.5 in RFQ) SeaChange Service and Logistics Centers: SeaChange Systems 47 Main Street Greenville, NH, 03048 Service Center: Yes Logistics Center: Yes SeaChange International, SARL 220 rue Albert Caquot Sophia Antipolis Valbonne France, 06560 Service Center: Yes Logistics Center: Yes SeaChange International, UK, Ltd. Venturers House Prince Street Bristol, BS1 4PB United Kingdom Service Center Only SeaChange Asia Pacific Operations Pte Ltd 20 Jalan Afifi #08-06 CISCO Centre 2 Singapore 409179 Service Center: Yes Logistics Center: Yes ZQ Interactive Suite 502, Building 2 WITHUB Science Park Shanghai, 200336 Service Center: Yes Logistics Center: Yes SeaChange Japan 3-5-2-201 Kojimachi Chiyoda-ku*Tokyo Japan 102-0083 Service Center Only

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10.0 Appendices

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