0001193125-12-090235 Sample Contracts

AMENDED AND RESTATED STOCKHOLDER AGREEMENT among RHAPSODY INTERNATIONAL INC., REALNETWORKS, INC., REALNETWORKS DIGITAL MUSIC OF CALIFORNIA, INC., VIACOM INTERNATIONAL INC., NAPSTER, LLC, BEST BUY CO., INC. and DMS HOLDCO INC. Dated as of November 30, 2011
Stockholder Agreement • March 1st, 2012 • Realnetworks Inc • Services-computer programming services • New York

AMENDED AND RESTATED STOCKHOLDER AGREEMENT, dated as of November 30, 2011, among RHAPSODY INTERNATIONAL INC., a Delaware corporation (the “Company”), RealNetworks, Inc., a Washington corporation (“RN Parent”), RealNetworks Digital Music of California, Inc., a California corporation (“RN Sub”), Viacom International Inc., a Delaware corporation (“MTVN Parent”), on behalf of its MTV Networks Division, DMS Holdco Inc., a Delaware corporation (“MTVN Sub”) and Napster, LLC, a Delaware limited liability company (“Napster”) and Best Buy Co., Inc., a Minnesota corporation (“Napster Parent”).

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REALNETWORKS, INC. THOMAS NIELSEN EMPLOYMENT AGREEMENT
Agreement • March 1st, 2012 • Realnetworks Inc • Services-computer programming services • Washington

This Employment Agreement (the “Agreement”) is made and entered into by and between Thomas Nielsen (“Executive”) and RealNetworks, Inc., a Washington corporation (the “Company”), effective as of November 9, 2011 (the “Effective Date”). The Agreement replaces the offer letter and attached terms of executive employment agreement for Executive, which were dated October 18, 2011.

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