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EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made and entered
into as of December 29, 2000, between RealNetworks, Inc., a Washington
corporation ("PARENT"), and Xx Xxxx (the "STOCKHOLDER REPRESENTATIVE"), as agent
for the stockholders listed on Schedule A hereto (the "STOCKHOLDERS") pursuant
to Section 7.4 of the Merger Agreement (as defined below) and the Stockholder
Certificates (as defined in the Merger Agreement) executed by the Stockholders.
RECITALS
A. Pursuant to an Agreement and Plan of Merger and Reorganization dated
as of December 29, 2000 by and among Parent, Aegisoft Acquisition Corp., a
Delaware corporation and wholly-owned subsidiary of Parent (the "MERGER SUB"),
Aegisoft Corp., a Delaware corporation (the "COMPANY"), the Stockholder
Representative and certain other parties thereto (the "MERGER AGREEMENT"), the
parties thereto have agreed, subject to the terms and conditions set forth
therein, to merge Merger Sub with and into the Company (the "MERGER") and
thereby to convert all shares of capital stock of the Company then outstanding
into Parent Common Stock (as such term is defined in the Merger Agreement) upon
the terms and subject to the conditions described in the Merger Agreement.
B. The Stockholders desire to have liquidity with respect to the shares
of Parent Common Stock they receive in the Merger.
C. Parent desires to grant each of the Stockholders registration rights
as provided herein.
NOW, THEREFORE, in consideration of the promises and the mutual
covenants and agreements herein contained, the Company and the Stockholder
Representative, on behalf of the Stockholders, agree as follows:
1. Definitions of Certain Terms. As used herein, the following terms
shall have the following meanings. Capitalized terms used but not otherwise
defined in this Agreement shall have the meanings given to them in the Merger
Agreement.
(a) "BUSINESS DAY" means any day other than a Saturday or Sunday or a
day on which banks in Seattle, Washington are closed.
(b) "CLOSING DATE" means the Closing Date as defined in Article I of
the Merger Agreement.
(c) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC issued thereunder, as they may
be in effect from time to time.
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(d) "FORM S-3" means such form under the Securities Act as in effect
on the date hereof or any registration form under the Securities Act
subsequently adopted by the SEC which similarly permits inclusion or
incorporation of substantial information by reference to other documents filed
by the Company with the commission.
(e) "HOLDER" means any Stockholder holding Registrable Shares and any
other person or entity holding Registrable Shares to whom the registration
rights granted in this Agreement have been transferred pursuant to Section 8
hereof.
(f) "INITIAL REGISTRABLE SHARES" means 669,345 shares of Parent
Common Stock issued to the Stockholders pursuant to the Merger (excluding shares
held in the Escrow Fund), and any other securities issued by Parent as a
dividend or other distribution with respect to, or in exchange for or in
replacement of, such shares; provided, however, Registrable Shares shall not
include (i) shares of Parent Common Stock which are restricted pursuant to any
Stock Restriction Agreement, or (ii) shares of Parent Common Stock that have
been registered under the Securities Act and disposed of pursuant to the
registration statement used to effect such registration or that can be sold in
any consecutive ninety (90) day period without registration in accordance with
Rule 144 of the Securities Act.
(g) "REGISTRABLE SHARES" means the Initial Registrable Shares and the
Supplemental Registrable Shares.
(h) "SEC" means the United States Securities and Exchange Commission,
or any governmental agency succeeding to its functions.
(i) "SECURITIES ACT" means the Securities Act of 1933, as amended,
and the rules and regulations of the SEC issued thereunder, as they may be in
effect from time to time.
(j) "SHELF REGISTRATIONS" means, collectively, the Initial
Registration and the Supplemental Registration.
(k) " SUPPLEMENTAL REGISTRABLE SHARES" means up to 300,000 shares of
Parent Common Stock to be issued to the Stockholders in the Merger upon
satisfaction of the conditions set forth in Section 1.7 of the Merger Agreement,
and any other securities issued by Parent as a dividend or other distribution
with respect to, or in exchange for or in replacement of, such shares; provided,
however, Supplemental Registrable Shares shall not include shares of Parent
Common Stock that have been registered under the Securities Act and disposed of
pursuant to the registration statement used to effect such registration or that
can be sold in any consecutive ninety (90) day period without registration in
accordance with Rule 144 of the Securities Act.
(l) "TERMINATION DATE" means:
(i) with respect to the Initial Registration (as defined in
Section 2(a)), subject to any extension of time pursuant to Section 4(d) of this
Agreement, 5:00 PM Seattle time on the six month anniversary of the date on
which the Initial Registration is declared effective by the SEC; and
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(ii) with respect to the Supplemental Registration (as defined in
Section 2(b)), 5:00 PM Seattle time on the day that is thirty (30) days
following the day on which the Supplemental Registration is declared effective
by the SEC.
2. Shelf Registrations.
(a) Parent agrees that it shall use its best efforts to cause to be
filed as soon as practicable, but not later than thirty (30) Business Days
following the Closing Date, a registration statement (a "INITIAL REGISTRATION")
on Form S-3 under the Securities Act for an offering to be made on a delayed or
continuous basis pursuant to Rule 415 thereunder or any similar rule that may be
adopted by the SEC and permitting sales in ordinary course brokerage or dealer
transactions not involving any underwritten public offering, covering all of the
Initial Registrable Shares. Parent shall use commercially reasonable efforts
thereafter to cause the Initial Registration to be declared effective by the SEC
as promptly as practicable. Parent may postpone the filing or the effectiveness
of the Initial Registration for a period of up to 90 days if Parent determines
in good faith that the filing or effectiveness of the Initial Registration would
require the disclosure of information that could be materially detrimental to
Parent or its shareholders. Subject to Sections 3 and 4 hereof, Parent shall use
commercially reasonable efforts to keep the Initial Registration continuously
effective until the earlier to occur of (A) the Termination Date of the Initial
Registration, and (B) the first date on which no Initial Registrable Shares
originally covered by the Initial Registration shall constitute Initial
Registrable Shares.
(b) Parent agrees that it shall use its best efforts to cause to be
filed as soon as practicable, but not later than fifteen (15) Business Days
following the six month anniversary of the Closing Date, a registration
statement (a "SUPPLEMENTAL REGISTRATION") on Form S-3 under the Securities Act
for an offering to be made on a delayed or continuous basis pursuant to Rule 415
thereunder or any similar rule that may be adopted by the SEC and permitting
sales in ordinary course brokerage or dealer transactions not involving any
underwritten public offering, covering all of the Supplemental Registrable
Shares. Parent shall use commercially reasonable efforts thereafter to cause the
Supplemental Registration to be declared effective by the SEC as promptly as
practicable. Parent may postpone the filing or the effectiveness of the
Supplemental Registration for a period of up to 90 days if Parent determines in
good faith that the filing or effectiveness of the Supplemental Registration
would require the disclosure of information that could be materially detrimental
to Parent or its shareholders. Subject to Sections 3 and 4 hereof, Parent shall
use commercially reasonable efforts to keep the Supplemental Registration
continuously effective until the earlier to occur of (A) the Termination Date of
the Supplemental Registration, and (B) the first date on which no Supplemental
Registrable Shares originally covered by the Supplemental Registration shall
constitute Registrable Shares.
3. Registration Procedures. After Parent commences the registration of
the Registrable Shares pursuant to the Shelf Registrations, Parent shall take
all commercially reasonable actions to permit registration and sale of the
Initial Registrable Shares or Supplemental Registrable Shares pursuant to the
Shelf Registrations, including the following:
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(a) notify the Holders of the filing of the Shelf Registrations and
each amendment and supplement thereto and furnish to the Holders such number of
copies of the Shelf Registrations, each amendment and supplement thereto (in
each case including all exhibits thereto), the prospectuses included in the
Shelf Registrations (including any preliminary prospectuses) and such other
documents as the Holders may reasonably request in order to facilitate the
disposition of the Registrable Shares owned by the Holders;
(b) use best efforts to register or qualify such Registrable Shares
under such other securities or "blue sky" laws of such jurisdictions as the
Stockholder Representative reasonably requests in writing and to do any and all
other acts and things that may be reasonably necessary or advisable to register
or qualify for sale in such jurisdictions the Registrable Shares owned by the
Holders; provided, however, that Parent shall not be required (i) to qualify to
do business in any jurisdiction where it is not then so qualified or (ii) to
consent to general service of process in any jurisdiction where it is not then
so subject to service of process;
(c) use best efforts as promptly as practicable to cause all
Registrable Shares covered by either Shelf Registration to be listed on the
Nasdaq Stock Market or other securities exchange or market, if any, on which
similar securities issued by Parent are then listed; and
(d) use commercially reasonable efforts to file with the SEC in a
timely manner all reports or other documents required of Parent under the
Securities Act and Exchange Act.
4. Stop Order; Amendment of Prospectus.
(a) Parent will notify the Holders promptly of (i) the issuance of
any stop order suspending the effectiveness of either Shelf Registration or (ii)
the receipt by Parent of any notification with respect to the suspension of the
qualification of the Registrable Shares for sale in any jurisdiction.
Immediately upon receipt of any such notice, the Holders shall cease to offer
and sell any Registrable Shares pursuant to the applicable Shelf Registration in
the jurisdiction to which such stop order or suspension relates. Parent shall
use all reasonable efforts to prevent the issuance of any such stop order or the
suspension of any such qualification and, if any such stop order is issued or
any such qualification is suspended, to obtain as soon as possible the
withdrawal or revocation thereof, and will notify the Holders at the earliest
practicable date of the date on which the Holders may offer and sell Registrable
Shares pursuant to such Shelf Registration.
(b) Parent will notify the Holders promptly if Parent is in
possession of material non-public information that an executive officer of
Parent determines in good faith should not be disclosed because it would be
materially detrimental to Parent or its shareholders but would otherwise be
required to be set forth in the prospectus used in connection with either Shelf
Registration (each a "PROSPECTUS" and, together the "PROSPECTUSES"); provided,
however, that Parent shall not be required to disclose such event or facts, or
the nature thereof, to the Holders. Immediately upon receipt of such notice, the
Holders shall cease to offer or sell any Registrable Shares pursuant to either
of the Prospectuses, cease to deliver or use such Prospectus and, if so
requested by Parent, return to Parent, at Parent's expense, all copies (other
than permanent file copies) of any such Prospectus. Promptly after Parent
determines that the information may be included in an amendment or supplement to
any Prospectus, Parent will use commercially
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reasonable efforts to amend or supplement the Prospectuses as promptly as
practicable in order to set forth or reflect such event or state of facts. In
the event that an executive officer of Parent determines in good faith that the
disclosure of such information would be materially detrimental to Parent or its
shareholders, Parent shall be permitted to delay the filing of such an amendment
or supplement to each Prospectus for a period of time to extend no longer than
ninety (90) days. Parent will promptly furnish copies of such amendment or
supplement to each Prospectus to the Holders and notify Holders when trading may
once again commence.
(c) Holders that are employees of Parent or any subsidiary of Parent
shall be subject to Parent's Policy on Avoidance of Xxxxxxx Xxxxxxx.
(d) In the event Holders are prevented from selling Registrable
Shares through either Shelf Registration as a result of Section 4(b), then the
Termination Date of such Shelf Registration shall be extended by the number of
days that Holders are prevented from making sales under such Shelf Registration
as a result of Section 4(b). In the event Holders that are employees of Parent
are prevented from selling Registrable Shares through either Shelf Registration
as a result of Section 4(c), then the applicable Termination Date shall be
extended by the number of days that such Holders are prevented from making sales
under such Shelf Registration as a result of Section 4(c).
5. Information Concerning the Holders.
(a) The obligations of Parent to take the actions contemplated by
Sections 2 and 3 hereof with respect to an offering of Registrable Shares shall
be subject to the condition that each Holder shall (i) conform to all applicable
requirements of the Securities Act and the Exchange Act with respect to the
offering and sale of securities and (ii) advise each underwriter, broker or
dealer through which any of such Registrable Shares are offered that such
Registrable Shares are part of a distribution that is subject to the prospectus
delivery requirements of the Securities Act. Each Holder shall furnish to Parent
in writing such information and furnish such documents as may be reasonably
required by Parent in the preparation of (A) the applicable Prospectus (or any
amendment or supplement thereto) with respect to any offering of Registrable
Shares and (B) any qualification of such Registrable Shares under state
securities or "blue sky" laws pursuant to Section 3(b) hereof, and shall
promptly notify Parent of the occurrence, from the date on which such
information or documents are furnished to the date of the closing for the sale
of such Registrable Shares, of any event relating to such Holder that is
required under the Securities Act to be set forth in such Prospectus (or any
amendment or supplement thereto).
(b) The rights of the Holders to sell Registrable Shares pursuant to
the Shelf Registrations shall terminate at the applicable Termination Date.
6. Expenses of Registration. Parent shall pay all reasonable expenses
incident to its performance of or compliance with this Agreement and
registration of Registrable Shares in connection herewith, including (a) all
SEC, stock exchange or market and National Association of Securities Dealers,
Inc. registration and filing fees, (b) all fees and expenses incurred in
complying with securities or "blue sky" laws, (c) all printing, messenger and
delivery expenses and (d) all fees and disbursements of Parent's independent
public accountants and counsel (all of such expenses herein referred to as
"REGISTRATION EXPENSES"). The Registration Expenses shall not include any
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legal fees of the Holders or any sales or underwriting discounts, commissions or
fees attributable to the sale of the Registrable Shares, which shall be borne by
the Holders.
7. Indemnification and Contribution.
(a) Parent agrees to indemnify, to the extent permitted by law and
subject to the terms of this Agreement, each Holder and its directors, officers,
partners, members, employees and agents and each person, if any, who controls
such Holder or other person (within the meaning of the Securities Act) against
any losses, claims, damages, liabilities and expenses (including reasonable
attorneys' fees) arising out of or based upon any untrue or alleged untrue
statement of a material fact contained in the Shelf Registrations (or any
amendment thereto) or the Prospectuses (or any amendment or supplement thereto)
or any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements made therein in the light
of the circumstances under which they were made not misleading; provided,
however, that Parent shall not be liable to any Holder or its directors,
officers, partners, members, employees or agents or each person, if any, who
controls such Holder or other person (within the meaning of the Securities Act)
(i) to the extent that any such loss, claim, damage, liability or expense arises
out of, or is based upon any untrue or alleged untrue statement, or any
omission, if such statement or omission shall have been made in reliance upon
and in conformity with information relating to such Holder or person furnished
in writing to Parent by such Holder or person expressly for use in the
preparation of the Shelf Registrations (or any amendment thereto) or the
Prospectuses (or any amendment or supplement thereto) or (ii) if a copy of any
Prospectus (or any amendment thereto) relating to the Shelf Registrations was
not sent or given by or on behalf of such Holder to a purchaser of the Holder's
Registrable Shares, if required by law so to have been delivered, at or prior to
the written confirmation of the sale of the Registrable Shares to such
purchaser, and if such Prospectus (as so amended or supplemented) would have
cured the defect giving rise to such loss, claim, damage or liability and a copy
of such Prospectus was delivered to such Holder.
(b) In connection with the Shelf Registrations, each Holder,
severally and not jointly, will indemnify, to the extent permitted by law and
subject to the terms of this Agreement, Parent, its directors, officers,
employees and agents and each person who controls Parent (within the meaning of
the Securities Act) against any losses, claims, damages, liabilities and
expenses (including reasonable attorneys' fees) arising out of or based upon any
untrue or alleged untrue statement of a material fact contained in the Shelf
Registrations (or any amendment thereto) or the Prospectuses (or any amendment
or supplement thereto) or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
made therein in the light of the circumstances under which they were made not
misleading, to the extent that such untrue statement or omission was made in
reliance upon and in conformity with information furnished in writing to Parent
by such Holder expressly for use in the preparation of the Shelf Registrations
(or any amendment thereto) or the Prospectuses (or any amendment or supplement
thereto); provided, that the liability of each Holder hereunder shall be limited
to the proportion of any such loss, claim, damage, liability or expense which is
equal to the proportion that the public offering price of the shares by such
Holder under such registration statement bears to the total public offering
price of all securities sold thereunder, but not in any event to exceed the net
proceeds received by such Holder.
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(c) Each party entitled to indemnification under this Section 7 (the
"INDEMNIFIED PARTY") shall give notice to the party required to provide
indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not be unreasonably
withheld or delayed); and provided, further, that the delay or failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 7, except to the extent
that the Indemnifying Party shall have been materially adversely affected by
such delay or failure. The Indemnified Party may participate in such defense at
the Indemnified Party's expense; provided, however, that the Indemnifying Party
shall pay any such reasonable expense if the Indemnified Party shall have
reasonably concluded that there may be a conflict between the positions of the
Indemnifying Party and the Indemnified Party in conducting the defense of any
such claim or litigation resulting therefrom. No Indemnified Party shall consent
to entry of any judgment or settle any claim or litigation without the prior
written consent of the Indemnifying Party.
(d) If the indemnification provided for in this Section 7 from the
Indemnifying Party is unavailable to an Indemnified Party hereunder in respect
of any losses, claims, damages, liabilities or expenses referred to therein as a
result of a judicial determination that such indemnification may not be enforced
in such case notwithstanding this Agreement, the Indemnifying Party, in lieu of
indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party and Indemnified Party in connection
with the actions which resulted in such losses, claims, damages, liabilities or
expense, as well as any other relevant equitable considerations. The relative
fault of such Indemnifying Party and Indemnified Party shall be determined by
reference to, among other things, whether any action in question, including any
untrue or alleged untrue statement of material fact or omission or alleged
omission to state a material fact, has been made by, or relates to information
supplied by, such Indemnifying Party or Indemnified Party, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such action; provided, however, that no person 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 and no Holder will be required to contribute any
amount in excess of the public offering price (less underwriting discounts and
selling commissions) of all such Registrable Shares offered by it pursuant to
such Shelf Registrations.
8. Transfer of Registration Rights. The registration rights of any
Holder (and of any transferee of any Holder or its transferees) under this
Agreement with respect to any Registrable Shares may be transferred to any
transferee who is a partner, member or shareholder of a Holder that is a
partnership, limited liability company or corporation, respectively; provided
that Parent is given written notice by the Holder at the time of such transfer
stating the name and address of the transferee and identifying the Registrable
Shares with respect to which the rights under this Agreement are being assigned
and such transferee executes and delivers such agreements as Parent may
reasonably require in order to confirm that such transferee agrees to be bound
by this Agreement.
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9. Amendment of Registration Rights. This Agreement may not be amended,
modified or supplemented by the parties hereto in any manner, except by a
written instrument that is approved by the Stockholder Representative and is
signed by Parent and the Stockholder Representative.
10. Termination. This Agreement shall terminate at the earlier of such
time as (i) 5:00 PM Seattle time on the later of the Termination Date of the
Initial Registration or the Supplemental Registration, or (ii) the first date on
which all Registrable Shares originally covered by either Shelf Registration
shall no longer constitute Registrable Shares.
11. Grant of Additional Registration Rights. The Holders acknowledge
that Parent may acquire other companies and in the course of such acquisitions
or other transactions may grant the equity owners thereof registration rights
with respect to their shares of Parent on terms that would be negotiated at such
time and may be materially different than the terms of this Agreement.
12. No Waiver. The terms and conditions of this Agreement may be waived
only by a written instrument (a) approved by the Stockholder Representative and
signed by the Stockholder Representative in the case where a Holder or the
Stockholder Representative is waiving compliance and (b) signed by Parent in the
case where Parent is waiving compliance. The failure of any party hereto to
enforce at any time any of the provisions of this Agreement shall in no way be
construed to be a waiver of any such provision, nor in any way to affect the
validity of this Agreement or any part hereof or the right of such party
thereafter to enforce each and every such provision. No waiver of any breach of
or non-compliance with this Agreement shall be held to be a waiver of any other
or subsequent breach or non-compliance. The rights and remedies herein provided
are cumulative and are not exclusive of any rights or remedies that any party
may otherwise have at law or in equity.
13. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Washington, regardless of
the other laws that might govern under applicable principles of conflicts of
laws thereof.
14. Notice. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered by hand, sent by facsimile
transmission with confirmation of receipt, sent via a reputable overnight
courier service with confirmation of receipt requested, or mailed by registered
or certified mail (postage prepaid and return receipt requested) to the parties
at the following addresses (or at such other address for a party as shall be
specified by like notice), and shall be deemed given on the date on which
delivered by hand or otherwise on the date of receipt as confirmed:
To Parent:
RealNetworks, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Vice President and General Counsel
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
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with a copy to:
Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx
Attn: Xxxxxxx X. Xxxxxxxxxx, Esq.
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
To the Holders or the Stockholder Representative:
Xx Xxxx
C/o RealNetworks, Inc.
0000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
with a copy to:
Powell, Goldstein, Xxxxxx & Xxxxxx LLP
0000 Xxxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxx
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
15. Construction of Agreement. A reference to a Section or Schedule
shall mean a Section in or Schedule to this Agreement unless otherwise expressly
stated. The titles and headings herein are for reference purposes only and shall
not in any manner limit the construction of this Agreement which shall be
considered as a whole. The words "include," "includes" and "including" when used
herein shall be deemed in each case to be followed by the words "without
limitation."
16. Entire Agreement, Assignability, etc. This Agreement and the Merger
Agreement and the documents and other agreements among the parties hereto and
thereto as contemplated by or referred to herein or therein constitute the
entire agreement among the parties with respect to the subject matter hereof and
supersede in their entirety all other prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter hereof.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns. This Agreement is
not intended to confer upon any person other than the parties hereto and the
Stockholders any rights or remedies hereunder, except as otherwise expressly
provided herein and shall not be assignable by operation of law or otherwise,
except as provided in Section 8 hereof.
17. Validity. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, each of which shall remain in full force and
effect.
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18. Counterparts. This Agreement may be executed in one or more
counterparts, all of which together shall constitute one and the same Agreement.
[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be executed as an agreement under seal as of the date first written
above.
REALNETWORKS, INC.:
By: /s/ Xxxxx Xxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President of Corporate
Development
STOCKHOLDER REPRESENTATIVE:
/s/ Xx Xxxx
------------------------------------------
Xx Xxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
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SCHEDULE A
STOCKHOLDERS
Xxxxxx, Xxxxx
Aatz, Xxxxx
Xxxxx, Xxxxx
Curacao Strategic Technologies, N.V.
Dou, Jinhui
Fan, Xiao-xxx
Xxxx, Xxxxxx
Xxxx, Xxxxxx
Xx, Xxxxx
Xx, Xxxx Xxxx
Inozemtsev, Xxxx
Xxxxxxxx & Co.
Jia, Zheng Xxxxx
Xxxx, Xxxx
Xxx, Xxxx
Xx, Xxxxx
Xx, Xx
Xx, Yi and Hu, Jing Xxxx
Xxxxx, Xxxxxxx
XxXxxxxxx, Xxxx
Trustees of the Xxxx X. XxXxxxxxx CRNA PC Profit Sharing Plan
Xxxxxx, Xxxxxx
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Pang, Chen-xx
Xxxxxxxx, Xxxxxxxx
Xxxxxxxx, Xxxxxx
Xxxxxxx, Xxxxx
Xxxxxxx, Xxxxxxxxx
Xxxxxxxx, Tamus
Shen, Ji
J and L Sherbloom Family LLC
Shi, Song Tao and Xxxxx, Xxxx Xxx
Xxxxxxxxx, Friedhart and Xxxx
Strategic European Technologies, N.V.
Staubli, Xxxxxx
Xxx, Xxxxxxx
Xxxx, Chilung
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