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Buy Sell Agreement Database

RealNetworks Buy Sell Agreement 10-1997

REALNETWORKS, INC.

 

AGREEMENT TO TERMINATE SHAREHOLDERS' BUY-SELL AGREEMENT

 

 

THIS AGREEMENT TO TERMINATE SHAREHOLDERS' BUY-SELL AGREEMENT (the

"Termination Agreement") is entered into as of October ___, 1997, by and among

RealNetworks, Inc., a Washington corporation formerly known as Progressive

Networks, Inc. (the "Company"), Robert Glaser (the "Founder"), and the holders

of shares of common stock (the "Shares") of the Company who have agreed in

writing to be bound by the Shareholders' Buy-Sell Agreement dated as of March

31, 1995 (the Founder and the holders of the Shares are collectively referred to

herein as the "Shareholders").

 

RECITALS

 

A. The Company, the Founder and the holders of the Shares have entered

into a Shareholders' Buy-Sell Agreement dated as of March 31, 1995 (the

"Buy-Sell Agreement"), which Buy-Sell Agreement restricts the free

transferability of the Shares.

 

B. The Company has filed a Registration Statement on Form S-1 with the

Securities and Exchange Commission.

 

C. The Buy Sell Agreement may be terminated upon the written agreement

of the Company and the Shareholders holding two-thirds (2/3) of the outstanding

Shares of Capital Stock (as defined in Section 3.3.4 of the Buy-Sell Agreement).

 

D. The Company and the Shareholders holding at least two-thirds (2/3) of

the outstanding Shares of Capital Stock desire to terminate the Agreement

immediately prior to the Registration Statement being declared effective by the

SEC.

 

AGREEMENT

 

1. TERMINATION OF BUY-SELL AGREEMENT. Effective immediately prior to the

effectiveness of a firm commitment underwritten public offering pursuant to an

effective registration statement under the Securities Act of 1933, as amended,

covering the offer and sale of the Company's capital stock for the account of

the Company to the public with aggregate proceeds to the Company of not less

than $20,000,000 (prior to deduction of underwriter commissions and offering

expenses), the Buy-Sell Agreement shall be terminated in its entirety.

 

2. NOTICE. Within fifteen (15) days after the termination of the

Buy-Sell Agreement, the Company shall give written notice of such termination to

each of the Shareholders by delivering such notice in person, or by depositing

such notice in the United States mail, first

 

 

<PAGE> 2

class, postage prepaid, addressed to each Shareholder at the last address

provided to the Company by each such Shareholder.

 

IN WITNESS WHEREOF, the parties have executed this Agreement effective

as of the date first written above.

 

 

COMPANY:

 

REALNETWORKS, INC.

 

 

 

By________________________________________

Its_______________________________________

 

 

FOUNDER:

 

 

 

__________________________________________

Robert Glaser