EXHIBIT 4.4
INVESTOR RIGHTS AGREEMENT
This Investor Rights Agreement (this "Agreement") is made and entered into
as of March 31, 1999 (the "Effective Date"), by and between RealNetworks, Inc.,
a Washington corporation ("RealNetworks"), and Xxxx Xxxxxx and Xxxxxxx Xxxxxx
(collectively, the "Shareholders" and each individually a "Shareholder"), who
immediately prior to the effective time of the Merger (as such term is defined
below) represented all of the shareholders of Ultisoft Inc., an Oregon
corporation (the "Company").
RECITALS
A. RealNetworks, the Company, Vegas Acquisition Corp. (the "Purchaser")
and the Shareholders have entered into an Agreement and Plan of Merger (the
"Merger Agreement") dated as of March 31, 1999, pursuant to which Purchaser will
merge with and into the Company in a reverse triangular merger, with the Company
to be the surviving corporation of the Merger (the "Merger").
B. As a condition precedent to the consummation of the Merger, each of the
Shareholders shall execute this Investor Rights Agreement pursuant to which the
Shareholders shall be granted certain registration rights with respect to the
shares of the common stock of RealNetworks, par value $0.001 per share (together
with associated preferred stock purchase rights pursuant to the Shareholder
Rights Plan, dated as of December 4, 1998, between RealNetworks and ChaseMellon
Shareholder Services, L.L.C., the "RealNetworks Common Stock"), that are issued
to the Shareholders in the Merger (the "Merger Shares"), subject to the terms
and conditions set forth in this Agreement.
C. Capitalized terms used herein and not otherwise defined shall have the
meaning set forth in the Merger Agreement.
NOW, THEREFORE, in consideration of the above recitals and the mutual
covenants hereinafter set forth, the parties hereto hereby agree as follows:
1. REGISTRATION RIGHTS
1.1 Definitions
For purposes of this Section 1:
(a) Registration. The terms "register," "registered" and
"registration" refer to a registration effected by preparing and filing a
registration statement on Form S-3 (or such analogous substitute or replacement
form as the SEC (as defined below) shall have then approved) with the SEC in
compliance with the Securities Act of 1933, as amended (the "Securities Act"),
and the declaration or ordering of effectiveness of such registration statement
by the SEC.
(b) Registrable Securities. The term "Registrable Securities" means:
fifty percent (50%) of (i) the Merger Shares and (ii) any shares of RealNetworks
Common Stock issued as a dividend or other distribution with respect to, or in
exchange for or in replacement of, the Merger Shares. The number of Registrable
Securities as to which each Shareholder shall have the right to register for
resale pursuant to this Agreement is as set forth in Exhibit A hereto.
(c) Prospectus. The term "Prospectus" shall mean the prospectus
included in any Registration Statement filed pursuant to the provisions hereof,
as amended or supplemented by any prospectus supplement (including, without
limitation, any prospectus supplement with respect to the terms of the offering
of any portion of the Registrable Securities covered by such Registration
Statement), and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.
(d) Holder. For purposes of this Agreement, the term "Holder" means
any person owning of record Registrable Securities that have not been sold to
the public pursuant to an effective Registration Statement.
(e) SEC. The term "SEC" means the U.S. Securities and Exchange
Commission.
1.2 Registration
(a) Initial Registration. Upon written request signed by all of the
Shareholders and delivered to RealNetworks within 15 days following the
Effective Time, RealNetworks shall prepare and file with the SEC within 45 days
following the Effective Time, and use its best efforts to have declared
effective as soon as practicable thereafter, a registration statement on Form S-
3 (the "Registration Statement") providing for the resale by the Holders of all
the Registrable Securities then owned by the Holders in accordance with the
manner of sale provisions set forth in Rule 144(f) under the Securities Act or
otherwise in customary brokerage transactions on the Nasdaq National Market or
other public market on which shares of RealNetworks Common Stock are traded.
RealNetworks shall use its best efforts to keep the Registration Statement
effective, pursuant to the rules, regulations or instructions under the
Securities Act applicable to such Registration Statement, until the earlier of
(i) the tenth trading day following the date on which the Registration Statement
is declared effective by the SEC, and (ii) the date upon which all Registrable
Securities have been sold or distributed by the Holders (the "Effectiveness
Period"). Notwithstanding the foregoing, RealNetworks shall not be obligated to
seek effectiveness of the Registration Statement until the Pooling Period (as
herein defined) has been satisfied.
(b) Restrictions on Purchasers and S-3 Registrations. Notwithstanding any
other provision of this Section 1.2, the Company may postpone for up to ninety
(90) days the filing or the effectiveness of a Registration Statement, or
prohibit or suspend the use of such
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Registration Statement, if the Company's Chief Executive Officer delivers a
written certification to each Holder of the Registrable Securities requested to
be included therein stating either that (i) the Company's Board of Directors has
declared that such registration would not be in the best interests of the
Company or (ii) the Company proposes to file, within such ninety (90) day
period, another Registration Statement for shareholders other than the Holders,
in which case, the Registrable Securities shall be included in such Registration
Statement; provided that in any such event, the Effectiveness Period shall be
extended by the length of any such postponement.
(c) Expenses. All brokers' commissions, stock transfer taxes and similar
charges, and legal fees and disbursements of counsel for the selling Holders
shall be borne by the Shareholders. All other expenses incurred in connection
with the Registration Statement shall be borne by RealNetworks; provided,
however, that the Shareholders agree to reimburse RealNetworks for the first
$20,000 in legal fees and associated costs (including filing fees and printing
fees) expended by RealNetworks in connection with the drafting and filing of the
Registration Statement.
1.3 Obligations of RealNetworks
If required to effect the registration of any Registrable Securities under
this Agreement, RealNetworks shall, as expeditiously as reasonably possible:
(a) Prepare promptly and file with the SEC the Registration Statement
as provided in Section 1.2(a), which Registration Statement (including any
amendments or supplements thereto and Prospectuses contained therein) shall not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein, or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading, and cause
such Registration Statement to become effective as soon as practicable.
(b) Prepare promptly and file with the SEC such amendments and
supplements to such Registration Statement and the Prospectus used in connection
with such Registration Statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition prior to the
expiration of the Effectiveness Period of the Registration Statement of all
securities covered by such Registration Statement.
(c) Furnish to the Holders such number of copies of a Prospectus and
such other documents and legal opinions as reasonably requested in order to
facilitate the disposition of the Registrable Securities owned by such Holders
that are included in such registration.
(d) Use its best efforts to register and qualify the securities
covered by such Registration Statement under such other securities or Blue Sky
laws of such jurisdictions as shall be reasonably requested by the Holders;
provided, however, that
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RealNetworks shall not be required in connection therewith or as a condition
thereto to qualify to do business or to file a general consent to service of
process in any such states or jurisdictions.
(e) Notify the Holders promptly (i) of any request by the SEC or any
other federal or state governmental authority during the Effectiveness Period of
the Registration Statement for amendments or supplements to such Registration
Statement or related Prospectus or for additional information, (ii) of the
issuance by the SEC or any other federal or state governmental authority of any
stop order suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose, and (iii) of the receipt by
RealNetworks of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose.
1.4 Furnish Information
It shall be a condition precedent to the obligations of RealNetworks to
take any action pursuant to Section 1.2 that each Holder shall furnish to
RealNetworks such information regarding Holder, the Registrable Securities held
by such Holder and the intended method of disposition of such securities as
shall be required to timely effect the registration of such Holder's Registrable
Securities.
1.5 Indemnification
(a) Incident to any Registration Statement and subject to applicable law,
RealNetworks will indemnify and hold harmless each Holder (including its
respective directors, officers, members, employees and agents), and each person
who controls any of them within the meaning of Section 15 of the Securities Act
or Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and the rules and regulations promulgated thereunder, from and against any
and all losses, claims, damages, expenses and liabilities, joint or several
(including any investigation, legal and other expenses incurred in connection
with, and any amount paid in settlement of, any action, suit or proceeding or
any claim asserted), to which they, or any of them, may become subject under the
Securities Act, the Exchange Act or other federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities arise out of or are based on (i) any untrue statement or alleged
untrue statement of a material fact contained in such Registration Statement
(including any related Prospectus, or any amendment or supplement to such
Registration Statement or Prospectus), (ii) any omission or alleged omission to
state in such document a material fact required to be stated in it or necessary
to make the statements in it not misleading, or (iii) any violation by
RealNetworks of the Securities Act, any state securities or "blue sky" laws or
any rule or regulation thereunder in connection with such registration, provided
that RealNetworks will not be liable to the extent that such loss, claim,
damage, expense or liability arises from and is based on an untrue statement or
omission or alleged untrue statement or omission made in reliance on and in
conformity with
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information furnished in writing to RealNetworks by such Holder or controlling
person expressly for use in such Registration Statement. With respect to such
untrue statement or omission or alleged untrue statement or omission in the
information furnished in writing to RealNetworks by such Holder expressly for
use in such Registration Statement, such Holder will indemnify and hold harmless
RealNetworks (including its directors, officers, members, employees and agents),
each other Holder (including its respective directors, officers, employees and
agents), and each person who controls any of them within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act, from and against any
and all losses, claims, damages, expenses and liabilities, joint or several, to
which they, or any of them, may become subject under the Securities Act, the
Exchange Act or other federal or state statutory law or regulation, at common
law or otherwise to the same extent provided in the immediately preceding
sentence. In no event, however, shall the liability of a Holder for
indemnification under this Section 1.5(a) exceed the lesser of (i) that
proportion of the total of such losses, claims, damages or liabilities
indemnified against equal to the proportion of the total Registrable Securities
sold under such Registration Statement which is being sold by such Holder or
(ii) the proceeds received by such Holder from its sale of Registrable
Securities under such Registration Statement.
(b) If the indemnification provided for in Section 1.5(a) above for any
reason is held by a court of competent jurisdiction to be unavailable to an
indemnified party in respect of any losses, claims, damages, expenses or
liabilities referred to therein, then each indemnifying party under this Section
1.5, in lieu of indemnifying such indemnified party thereunder, shall contribute
to the amount paid or payable by such indemnified party as a result of such
losses, claims, damages, expenses or liabilities (i) in such proportion as is
appropriate to reflect the relative benefits received by RealNetworks and the
other selling Holders from the offering of the Registrable Securities or (ii) if
the allocation provided by clause (i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the other selling
Holders in connection with the statements or omissions which resulted in such
losses, claims, damages, expenses or liabilities, as well as any other relevant
equitable considerations. The relative benefits received by RealNetworks and
the selling Holders shall be deemed to be in the same respective proportions as
the net proceeds from the offering (before deducting expenses) received by
RealNetworks and the selling Holders, in each case as set forth in the table on
the cover page of the applicable prospectus, bear to the aggregate public
offering price of the Registrable Securities. The relative fault of
RealNetworks and the selling Holders shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by RealNetworks or the selling Holders and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. RealNetworks and the Holders agree that it
would not be just and equitable if contribution pursuant to this Section 1.5(b)
were determined by pro rata or per capita allocations or by any other method of
allocation which does not take account of the equitable considerations referred
to in the first sentence of this Section 1.5(b).
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In no event, however, shall a Holder be required to contribute any amount under
this Section 1.5(b) in excess of the lesser of (i) that proportion of the total
of such losses, claims, damages or liabilities indemnified against equal to the
proportion of the total Registrable Securities sold under such Registration
Statement which is being sold by such Holder or (ii) the proceeds received by
such Holder from its sale of Registrable Securities under such Registration
Statement. No person found guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
(c) The amount paid or payable by an indemnified party as a result of the
losses, claims, damages and liabilities referred to in this Section 1.5 shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. The indemnification and
contribution provided for in this Section 1.5 will remain in full force and
effect regardless of any investigation made by or on behalf of the indemnified
parties or any officer, director, employee, agent or controlling person of the
indemnified parties.
2. OBLIGATIONS OF THE SHAREHOLDERS
2.1 Representations and Warranties of the Shareholders
Each Shareholder represents with respect to himself that:
(a) Good Title. (i) Such Shareholder owns, beneficially and of
record, the shares of capital stock of the Company listed opposite such
Shareholder's name on Exhibit A hereto, (ii) such shares of capital stock of the
Company are free and clear of any lien, encumbrance, adverse claim, mortgage,
pledge, deed of trust, security interest, charge, restriction on sale or
transfer (other than restrictions imposed by applicable securities laws),
preemptive right, option or other adverse claim or interest of any kind, (iii)
such Shareholder has all necessary power, right and authority to enter into this
Agreement and each of the agreements, certificates, instruments and documents
executed or delivered pursuant to the terms of the Merger Agreement by such
Shareholder and to consummate the transactions contemplated hereby and thereby
and (iv) this Agreement has been duly authorized, executed and delivered by
Shareholder and is a legal, valid and binding obligation of Shareholder,
enforceable in accordance with its terms.
(b) Ability to Bear Risk. Such Shareholder is in a financial position
to hold the RealNetworks Common Stock for an indefinite period of time and is
able to bear the economic risk and withstand a complete loss of his investment
in the RealNetworks Common Stock.
(c) SEC Documents. Such Shareholder acknowledges that he has received
and had the opportunity to review to such Shareholder's satisfaction the
materials
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disseminated by Company in connection with the written consent or special
meeting of Shareholders to approve the Merger and the transactions contemplated
thereby, including those filings and reports of RealNetworks filed with the SEC
since the completion of RealNetworks's most recent fiscal year, consisting of
RealNetworks's Annual Report on Form 10-K for the fiscal year ending December
31, 1997 (the "Form 10-K"), its Quarterly Reports on Form 10-Q filed after the
date of the Form 10-K, all Form 8-Ks filed after the date of the Form 10-K, the
press release dated January 26, 1999 with respect to certain financial results
for the year ended December 31, 1998 and its Proxy Statement relating to its
1998 Annual Meeting of Shareholders.
(d) Professional Advice. Such Shareholder has obtained, to the extent
that he deems necessary, professional advice with respect to the risks inherent
in acquiring the RealNetworks Common Stock, the financial condition of
RealNetworks and the suitability of an investment in the RealNetworks Common
Stock in light of such Shareholder's financial condition and investment needs.
(e) Sophistication. Such Shareholder, either alone or with the
assistance of his professional advisors, is a sophisticated investor, is able to
fend for himself in the transactions contemplated by this Agreement relating to
the RealNetworks Common Stock and has such knowledge and experience in financial
and business matters that he is capable of evaluating the merits and risks of
the prospective investment in the RealNetworks Common Stock.
(f) Accredited Investor. Except as set forth on Schedule A hereto,
such Shareholder is an "accredited investor" as defined in Rule 501(a) of
Regulation D under the Securities Act (an "Accredited Investor").
(g) Investment for Own Account. The RealNetworks Common Stock is
being acquired by such Shareholder for investment for his account, not as a
nominee or agent, and not with a view to the distribution of any part thereof;
such Shareholder has no present intention of selling, granting any participation
in or otherwise distributing any of the RealNetworks Common Stock in a manner
contrary to the Securities Act or to any applicable state securities or Blue Sky
law, nor does Shareholder have any contract, undertaking, agreement or
arrangement with any person or entity to sell, transfer or grant a participation
to such person or entity with respect to any of the RealNetworks Common Stock.
(h) Restricted Securities. Such Shareholder acknowledges that the
RealNetworks Common Stock has not been and will not prior to issuance be
registered under the Securities Act and that the RealNetworks Common Stock is
characterized under the Securities Act as "restricted securities" and,
therefore, cannot be sold or transferred until such sale or transfer is
registered under the Securities Act as provided in this Agreement or an
exemption from such registration is available.
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(i) Exemption Reliance. Such Shareholder has been advised that the
RealNetworks Common Stock is being issued under this Agreement pursuant to
exemptions from applicable federal and state securities laws, and that
RealNetworks's reliance on such exemptions is predicated in part on such
Shareholder's representations contained herein.
(j) Residence. For purposes of the application of state securities
laws, each Shareholder is a resident of the state of Oregon.
(k) Legend. Each Holder understands that prior to the effectiveness
of the Registration Statement certificates or other instruments representing any
of the Registrable Securities acquired by Holder will bear legends substantially
similar to the following, in addition to any other legends required by federal
or state laws:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE LAW, AND NO
INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED
OR OTHERWISE TRANSFERRED UNLESS (a) THERE IS AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT COVERING ANY SUCH TRANSACTION INVOLVING THESE
SECURITIES OR (b) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR
THE HOLDER OF THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE
COMPANY) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR
THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT
FROM REGISTRATION.
Each holder agrees that, in order to ensure and enforce compliance with the
restrictions imposed by applicable law and those referred to in the foregoing
legends, or elsewhere herein, RealNetworks may, prior to the effectiveness of
the Registration Statement, issue appropriate "stop transfer" instructions to
its transfer agent, if any, with respect to any certificate or other instrument
representing Registrable Securities, or if RealNetworks transfers its own
securities, that it may make appropriate notations to the same effect in
RealNetworks's records.
2.2 Investor Questionnaire
Each Shareholder who is not an Accredited Investor shall complete and
execute an Investor Questionnaire in the form attached hereto as Exhibit B.
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2.3 Further Restrictions on Resale
Each Shareholder covenants to and agrees with RealNetworks that he will not
sell, transfer or otherwise reduce his financial risk with respect to any shares
of RealNetworks Common Stock until such time as financial results covering at
least 30 days of combined operations of the Company and RealNetworks have been
published within the meaning of Section 20.01 of the SEC's Codification of
financial reporting policies, which shall include, without limitation, a press
release or other public filing or announcement (the "Pooling Period").
3. ASSIGNMENT
The registration rights of a Holder under Section 1 hereof may not be
assigned.
4. GENERAL PROVISIONS
4.1 Notices
Any notice or demand desired or required to be given hereunder shall be in
writing given by personal delivery, certified or registered mail, confirmed
facsimile transmission, or overnight courier service, in each case addressed as
respectively set forth below or to such other address as any party shall have
previously designated by such a notice. The effective date of any notice or
request shall be the date of personal delivery, four days after the date of
mailing by certified or registered mail, the date on which successful facsimile
transmission is confirmed, or the date undertaken for delivery by a reputable
overnight courier service, as the case may be, in each case properly addressed
as provided herein and with all charges prepaid.
If to RealNetworks:
RealNetworks, Inc.
0000 Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attention: General Counsel
Fax: (000) 000-0000
with a copy to:
Xxxxxxx Coie LLP
0000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx
Fax: 206/000-0000
If to the Shareholders:
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At their respective addresses set forth on Exhibit A attached
hereto.
with a copy to:
Brophy, Mills, Schmor, ,Xxxxxxx & Xxxxxx, LLP
000 X. Xxxx Xxxxxx, Xxxxx 0X
Xxxxxxx, XX 00000
Attention: Xxx X. Xxxxx
Fax: (000) 000-0000
4.2 Severability
If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any rule of law, or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner adverse to any party. Upon
such determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as
closely as possible in a mutually acceptable manner in order that the
transactions contemplated hereby be consummated as originally contemplated to
the fullest extent possible.
4.3 Entire Agreement
This Agreement, the Merger Agreement and each of the agreements,
certificates, instruments and documents to be executed or delivered pursuant to
the terms of the Merger Agreement constitute the entire agreement among the
parties with respect to the subject matter hereof and thereof and supersede all
prior agreements and undertakings, both written and oral, among the parties, or
any of them, with respect to the subject matter hereof and thereof.
4.4 Successors and Assigns
Subject to the provisions of Section 3, the provisions of this Agreement
shall inure to the benefit of, and shall be binding upon, the successors and
permitted assigns of the parties hereto.
4.5 Governing Law
This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Washington applicable to contracts executed in and to be
performed in that State. All actions and proceedings arising out of or relating
to this Agreement shall be heard and determined in any Washington state or
federal court thereof.
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4.6 Third Parties
This Agreement shall be binding upon and inure solely to the benefit of
each party hereto, and nothing in this Agreement, express or implied, is
intended to or shall confer upon any other person any right, benefit or remedy
of any nature whatsoever under or by reason of this Agreement.
4.7 Headings
The descriptive headings contained in this Agreement are included for
convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.
4.8 Specific Performance
Each of the parties acknowledges and agrees that the other parties hereto
would be damaged irreparably in the event any of the provisions of this
Agreement are not performed in accordance with their specific terms or otherwise
are breached. Accordingly, each of the parties hereto agrees the other parties
hereto will be entitled to an injunction to prevent breaches of the provisions
of this Agreement and to enforce specifically this Agreement and the terms and
provisions of this Agreement (including the indemnification provisions hereof)
in any competent court having jurisdiction over the parties, in addition to any
other remedy to which they might be entitled at law or in equity.
4.9 Counterparts
This Agreement may be executed and delivered in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when
executed and delivered shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement. To expedite the process
of entering into this Agreement, the parties acknowledge that Transmitted Copies
of this Agreement will be equivalent to original documents until such time as
original documents are completely executed and delivered. "Transmitted Copies"
will mean copies that are reproduced or transmitted via photocopy, facsimile or
other process of complete and accurate reproduction and transmission.
4.10 Amendment of Rights
This Agreement may not be amended except by an instrument signed by
RealNetworks and the Shareholders.
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IN WITNESS WHEREOF, the parties hereto have entered into and signed this
Agreement as of the date and year first above written.
REALNETWORKS, INC.
By: /s/ Xxxx Xxxxxx
----------------
Name: Xxxx Xxxxxx
Its: Senior Vice President, Finance and
Operations and Chief Financial Officer
SHAREHOLDERS
By: /s/ Xxxx Xxxxxx
----------------
Name: Xxxx Xxxxxx
By: /s/ Xxxxxxx Xxxxxx
-------------------
Name: Xxxxxxx Xxxxxx
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EXHIBIT A
List of Shareholders
Number of Shares of Number of Shares of Number of Registrable Accredited
Capital Stock of RealNetworks Common Securities Subject to Investor
Name and Address Company Held Stock Held Section 1 hereof Status
-------------------------- --------------------- --------------------- ----------------------- ------------------
Xxxxxxx Xxxxxx 60 16,000 8,000 Non-accredited
Xxxx Xxxxxx 40 10,667 5,333 Non-accredited
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