EXHIBIT 10.3

THE SECURITIES OFFERED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND ANY SALE OF SUCH SECURITIES IS SUBJECT TO COMPLIANCE WITH, OR THE AVAILABILITY OF EXEMPTIONS FROM COMPLIANCE WITH, THE REGISTRATION AND QUALIFICATION REQUIREMENTS OF SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS INSTRUMENT DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO ANY PERSON IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION MAY NOT LAWFULLY BE MADE. TRANSFER OF THIS INSTRUMENT AND THE SECURITIES OFFERED HEREBY IS RESTRICTED AS PROVIDED IN SECTIONS 7, 8 AND 9 BELOW.

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (this "Agreement") is entered into effective as of _________________, 19__ (the "Grant Date"), by REALNETWORKS, INC., a Washington corporation (the "Company") and _____________ (the "Holder").

R E C I T A L S

A. The Company has adopted the RealNetworks, Inc. 1996 Stock Option Plan, as amended and restated (the "Plan"), a copy of which is attached as Exhibit A (capitalized terms that are used but not defined in this Agreement will have the meanings given those terms in the Plan).

B. The Holder is an employee of the Company, and has been designated by the Administrative Committee to receive a stock option under the Plan.

NOW, THEREFORE, the Company and the Holder covenant and agree as follows:

1. GRANT OF THE OPTION. The Company hereby grants to the Holder a stock option (the "Option") to acquire from the Company _____________ (_____) shares of Common Stock, par value $.001, of the Company (the "Common Stock"), at the price of $____ per share (the "Option Price"). The Option is not intended to qualify as an "incentive stock option," as that term is defined in Section 422 of the Internal Revenue Code of 1986, as amended.

2. TERM OF THE OPTION. Unless earlier terminated in accordance with the provisions of the Plan, the Option will terminate on the earliest to occur of
(a) the expiration of twenty (20) years from the Grant Date; (b) the expiration of ninety (90) days following termination of the Holder's employment with the Company for any reason other than death, Disability or cause (as defined in
Section 7.2(b) of the Plan); (c) the expiration of one (1) year following termination of the Holder's employment with the Company on account of death or Disability; and (d) the date of termination of the Holder's employment with the Company for cause (as defined in Section 7.2(b) of the Plan).

3. VESTING. The vesting schedule applicable to the Option shall commence on __________, 19__ (the "Vest Date"). The Option shall vest and become exercisable in accordance with the following schedule:

                                Cumulative Number
          Date                   of Shares Vested                 (Percent)
          ----                  -----------------                 ---------
__ MONTHS AFTER VEST DATE       _________________                   (30%)

__ MONTHS AFTER VEST DATE       _________________                   (40%)

__ MONTHS AFTER VEST DATE       _________________                   (50%)

__ MONTHS AFTER VEST DATE       _________________                   (60%)

__ MONTHS AFTER VEST DATE       _________________                   (70%)

__ MONTHS AFTER VEST DATE       _________________                   (80%)

__ MONTHS AFTER VEST DATE       _________________                   (90%)

__ MONTHS AFTER VEST DATE       _________________                  (100%)

PROVIDED, HOWEVER, that, if the Holder's employment with the Company terminates for any reason, the Option will not vest further following such termination. To the extent the Option is vested, it shall be exercisable at any time and from time to time prior to its termination as provided in Section 2.

4. OTHER LIMITATIONS ON THE OPTION. The Option is subject to all of the provisions of the Plan, including but not limited to Section 4.2 (which permits adjustments to the Option upon the occurrence of certain corporate events such as stock dividends, extraordinary cash dividends, reclassifications, recapitalizations, reorganizations, split-ups, spin-offs, combinations, exchanges of shares, and warrants or rights offerings) and Section 7.1 (which applies in the event of an Approved Transaction or Control Purchase).

5. EXERCISE OF THE OPTION. To exercise the Option, the Holder must do the following:

(a) deliver to the Company a written notice, in the form attached to this Agreement as Exhibit B, specifying the number of shares of Common Stock for which the Option is being exercised;

(b) surrender this Agreement to the Company;

(c) tender payment of the aggregate Option Price for the shares for which the Option is being exercised, which payment may be made (i) in cash or by check; or (ii) by such other means as the Administrative Committee, in its sole discretion, shall permit at the time of exercise;

(d) pay, or make arrangements satisfactory to the Administrative Committee for payment to the Company of all federal, state and local taxes, if any, required to be withheld by the Company in connection with the exercise of the Option;

(e) if requested by the Administrative Committee, deliver to the Company, at the Holder's expense, a legal opinion, satisfactory in form and substance to the Company, of legal counsel designated by the Holder and satisfactory to the Company, to the effect that exercise of the Option by the Holder, and the acquisition of shares of Common Stock pursuant thereto, may be effected without registration or qualification of such shares under the Securities Act of 1933, as amended (the "1933 Act"), or any applicable state securities laws; and

OPTION No. NQ____

(f) execute and deliver to the Company and any other documents required from time to time by the Administrative Committee in order to promote compliance with the Plan, the 1933 Act, applicable state securities laws, or any other applicable law, rule or regulation.

6. DELIVERY OF SHARE CERTIFICATE. As soon as practicable after the Option has been duly exercised, the Company will deliver to the Holder a certificate for the shares of Common Stock for which the Option was exercised. Unless the Option has expired or been exercised in full, the Company and the Holder agree to execute a new Stock Option Agreement, covering the remaining shares of Common Stock that may be acquired upon exercise of the Option, which will be identical to this Agreement except as to the number of shares of Common Stock subject thereto. In lieu of replacing this Agreement in such manner, the Company may affix to this Agreement an appropriate notation indicating the number of shares for which the Option was exercised and return this Agreement to the Holder.

7. NONTRANSFERABILITY. The Option is not transferable other than by will or the laws of descent and distribution, and the Option may be exercised during the lifetime of the Holder only by the Holder or the Holder's court appointed legal representative.

8. WARRANTIES AND REPRESENTATIONS OF THE HOLDER. By executing this Agreement, the Holder accepts the Option and represents and warrants to the Company and covenants and agrees with the Company as follows:

(a) The Holder agrees to comply with all of the provisions of this Agreement and the Plan.

(b) The Holder recognizes, agrees and acknowledges that no registration statement under the 1933 Act, or under any state securities laws, has been or will be filed with respect to the Option or any shares of Common Stock that may be acquired upon exercise of the Option.

(c) The Holder warrants and represents that the Option and any shares of Common Stock acquired upon exercise of the Option will be acquired and held by the Holder for the Holder's own account, for investment purposes only, and not with a view towards the distribution or public offering thereof nor with any present intention of reselling or distributing the same at any particular future time.

(d) The Holder agrees not to sell, transfer or otherwise dispose of any shares of Common Stock that may be acquired upon exercise of the Option unless (i) there is an effective registration statement under the 1933 Act covering the proposed disposition and compliance with governing state securities laws, (ii) the Holder delivers to the Company, at the Holder's expense, a "no-action" letter or similar interpretative opinion, satisfactory in form and substance to the Company, from the staff of each appropriate securities agency, to the effect that such shares may be disposed of by the Holder in the manner proposed, or (iii) the Holder delivers to the Company, at the Holder's expense, a legal opinion, satisfactory in form and substance to the Company, of legal counsel designated by the Holder and satisfactory to the Company, to the effect that the proposed disposition is exempt from registration under the 1933 Act and governing state securities laws.

(e) The Holder acknowledges and consents to the appearance of the restrictive legends, in the form required by Section 6.8 of the Plan, on each certificate representing shares of Common Stock issued upon exercise of the Option.

(f) The Holder agrees not to sell, transfer or otherwise dispose of the Option or any shares of Common Stock acquired upon exercise of the Option, except as specifically permitted by this Agreement, the Plan and any applicable securities laws.

OPTION No. NQ____

9. PROCEDURES UPON PERMITTED TRANSFER. Prior to any sale, transfer or other disposition of any of the shares of Common Stock acquired upon exercise of the Option, the Holder agrees to give written notice to the Company of the Holder's intention to effect such disposition. The notice must describe the circumstances of the proposed transfer in reasonable detail and must specify the manner in which the requirements of Section 8(d) above will be satisfied in connection with the proposed disposition. After (a) legal counsel to the Company has determined that the requirements of Section 8(d) above will be satisfied,
(b) the Holder has executed such documentation as may be necessary to effect the proposed disposition, and (c) the Holder has paid, or made arrangements satisfactory to the Administrative Committee for the payment of, all federal, state and local taxes, if any, required to be withheld by the Company in connection with the proposed disposition, the Company will, as soon as practicable, transfer such shares in accordance with the terms of the notice. Any stock certificate issued upon such transfer will bear the restrictive legends, in the form required by Section 6.8 of the Plan, unless in the opinion of legal counsel to the Company such legends are not required. Compliance with the foregoing procedures are in addition to compliance with any separate requirements applicable to the Holder under the Company's Articles of Incorporation or otherwise.

10. RIGHTS AS SHAREHOLDER. The Holder will have no rights as a shareholder of the Company on account of the Option or on account of shares of Common Stock which will be acquired upon exercise of the Option (but with respect to which no certificates have been delivered to the Holder).

11. TAX WITHHOLDING. The Holder agrees to pay, or to make arrangements satisfactory to the Administrative Committee for payment to the Company of, all federal, state and local income and employment taxes, if any, required to be withheld by the Company in connection with the exercise of the Option or any sale, transfer or other disposition of any shares of Common Stock acquired upon exercise of the Option. If the Holder fails to do so, then the Holder hereby authorizes the Company to deduct all or any portion of such taxes from any payment of any kind otherwise due to the Holder.

12. FURTHER ASSURANCES. The Holder agrees from time to time to execute such additional documents as the Company may reasonably require to effectuate the purposes of the Plan and this Agreement.

13. BINDING EFFECT. This Agreement shall be binding upon the Holder and the Holder's heirs, successors and assigns.

14. ENTIRE AGREEMENT; MODIFICATIONS. This Agreement, together with the Plan and agreements referenced in this Agreement and/or the Plan, constitutes the entire agreement and understanding between the Company and the Holder regarding the subject matter hereof. Except as otherwise provided in the Plan, no modification of the Option or this Agreement, or waiver of any provision of this Agreement or the Plan, shall be valid unless in writing and duly executed by the Company and the Holder. The failure of any party to enforce any of that party's rights against the other party for breach of any of the terms of this Agreement shall not be construed as a waiver of such rights as to any continued or subsequent breach.

15. COST OF LITIGATION. In any action at law or in equity to enforce any of the provisions or rights under this Agreement, the unsuccessful party to such litigation, as determined by the court in a final judgment or decree, shall pay the successful party or parties all costs, expenses and reasonable attorneys' fees incurred by the successful party or parties (including without limitation costs, expenses and fees in any appellate proceedings), and if the successful party recovers judgment in any such action or proceeding, such costs, expenses and attorneys' fees shall be included as part of the judgment.

OPTION No. NQ____

16. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Washington.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

"COMPANY"                               REALNETWORKS, INC.


                                        BY _____________________________________

                                        ITS ____________________________________


"HOLDER"


                                       _________________________________________

EXHIBIT A

(REALNETWORKS, INC. 1996 STOCK OPTION PLAN, AS AMENDED AND RESTATED)

EXHIBIT B

FORM OF EXERCISE OF OPTION

To: RealNetworks, Inc.
1111 Third Avenue, Suite 2900
Seattle, WA 98101

The undersigned holds Option Number NQ-___ (the "Option"), represented by a Stock Option Agreement dated effective as of ___________, 19__ (the "Agreement"), granted to the undersigned pursuant to the RealNetworks, Inc. 1996 Stock Option Plan, as Amended and Restated (the "Plan"). The undersigned hereby exercises the Option and elects to purchase _______________ shares (the "Shares") of Common Stock of RealNetworks, Inc. (the "Company") pursuant to the Option. This notice is accompanied by full payment of the Option Price of $____ per share for the Shares in cash or by check or in another manner permitted by
Section 5(c) of the Agreement. The undersigned has also paid, or made arrangements satisfactory to the Administrative Committee administering the Plan for payment of, all federal, state and local taxes, if any, required to be withheld by the Company in connection with the exercise of the Option.

The undersigned acknowledges that no registration statement under the 1933 Act, or under any state securities laws, has been or will be filed with respect to the Shares. The undersigned warrants and represents that the undersigned is acquiring and will hold the Shares for the undersigned's own account, for investment purposes only, and not with a view towards the distribution or public offering of the Shares nor with any present intention of reselling or distributing the Shares at any particular future time. The undersigned consents to the appearance of restrictive legends, in the form required by Section 6.8 of the Plan, on the certificate for the Shares. The undersigned agrees not to sell, transfer or otherwise dispose of the Shares except as specifically permitted by the Agreement, the Plan and any applicable securities laws.

Date: ____________________

Signature of Holder

EXHIBIT 10.4.1

REALNETWORKS, INC.

AMENDMENT NO. 1

DATED JANUARY 23, 1998

TO

1998 EMPLOYEE STOCK PURCHASE PLAN

Section 3 of the RealNetworks, Inc. 1998 Employee Stock Purchase Plan (the "Plan") is hereby amended in its entirety to read as follows:

"3. ELIGIBLE EMPLOYEES. The term "Eligible Employees" means all common law employees of the Company and its current majority-owned subsidiaries (and each other corporation designated by the Committee that hereafter becomes a majority-owned subsidiary of the Company), except the following: (a) employees who have been employed for less than 30 days;
(b) employees whose customary employment is 20 hours or less per week; and (c) employees whose customary employment is for not more than five months in any calendar year. Except as otherwise expressly provided in the Plan and permitted by Section 423 of the Code, all Eligible Employees shall have the same rights and obligations under the Plan."

The effective date of such amendment shall be January 23, 1998, the date of its adoption by the Board of Directors of RealNetworks, Inc.

EXHIBIT 10.16

REALNETWORKS, INC.

THIRD AMENDED AND RESTATED
INVESTORS' RIGHTS AGREEMENT

March 24, 1998

1.      REGISTRATION RIGHTS................................................................  1

        1.1    Certain Definitions.........................................................  1

        1.2    Registrable Securities......................................................  2

               (a)    Definition    .......................................................  2
               (b)    Transfer of Registration Rights......................................  2
               (c)    Conditions to Participation..........................................  3

        1.3    Demand Registration.........................................................  3

        1.4    S-3 Registration............................................................  4

               (a)    S-3 Registrations....................................................  4
               (b)    Priority S-3 Registrations...........................................  5
               (c)    Restrictions on Purchasers and S-3 Registrations.....................  5
               (d)    Limited Number of S-3 Registrations..................................  6
               (e)    Selection of Underwriters............................................  6

        1.5    Piggyback Registrations.....................................................  6

               (a)    Right to Piggyback...................................................  6
               (b)    Priority on Primary Registrations....................................  6
               (c)    Priority on Secondary Registrations..................................  6
               (d)    Piggyback Rights of Vivo Shareholders................................  7

        1.6    Lockup Agreements...........................................................  7

        1.7    Registration Procedures.....................................................  7

        1.8    Registration Expenses.......................................................  9

        1.9    Indemnification............................................................. 10

        1.10   Termination................................................................. 11

2.      COVENANTS OF THE COMPANY........................................................... 12

3.      MISCELLANEOUS...................................................................... 12

        3.1    Parties in Interest......................................................... 12

        3.2    Entire Agreement: Amendments and Waivers.................................... 12

        3.3    Governing Law, Severability................................................. 13

        3.4    Notices..................................................................... 13

        3.5    Counterparts................................................................ 13

        3.6    Captions.................................................................... 14

Exhibit A      Company Shareholders
Exhibit B      Vivo Shareholders

THIRD AMENDED AND RESTATED
INVESTORS' RIGHTS AGREEMENT

This Third Amended and Restated Investors' Rights Agreement (this "Agreement") is entered into effective as of the 24 day of March, 1998, by and among REALNETWORKS, INC., a Washington corporation (the "Company"), the holders of the Company Common Stock listed on Exhibit A, certain former shareholders of Vivo Software, Inc., a Massachusetts corporation (the "Vivo Shareholders") identified on attached Exhibit B, and Microsoft Corporation, a Washington corporation ("Microsoft").

RECITALS

The Company and Vivo Software, Inc. ("Vivo") are parties to that certain Agreement and Plan of Merger dated February 20, 1998 (the "Merger Agreement"), pursuant to which shareholders of Vivo will become shareholders of the Company and entitled to certain benefits provided for in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows:

1. REGISTRATION RIGHTS

1.1 Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings:

(a) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time.

(b) "Exempt Registrations" shall mean registrations relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or registrations relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future.

(c) "Investors" shall mean investors who purchased shares pursuant to the Series B Preferred Stock Purchase Agreement by and among the Series B Holders and the Company dated April 8, 1995 (the "Series B Agreement"), the Series C Preferred Stock Purchase Agreement by and among the Series C Holders and the Company dated October 26, 1995 (the "Series C Agreement"), the Series D Preferred Stock Purchase Agreement by and among the Series D Holders and the Company dated November 27, 1996 (the "Series D Agreement"), and/or the Series E Preferred Stock Purchase Agreement dated July 21, 1997 (the "Series E Agreement") and persons or entities who received any of such shares from such Investors.

(d) "Rule 144" shall mean Rule 144 as promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act, as such Rule may be

amended from time to time, or any similar successor rule that may be promulgated by the Commission.

(e) "Rule 145" shall mean Rule 145 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.

(f) "Securities Act" shall mean the Securities Act of 1933, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time, corresponding to such act.

1.2 Registrable Securities.

(a) Definition. The term "Registrable Securities" means (i) any common stock ("Common Stock") and other securities issued upon conversion of any Series B Preferred, Series C Preferred, Series D Preferred or Series E Preferred Stock (including without limitation the Series C Preferred issuable upon exercise of those certain Series C Warrants, as defined in the Series C Agreement, the Series D Preferred issuable upon the exercise of those certain Series D Warrants, as defined in the Series D Agreement and the Series E Preferred issuable upon the exercise of that certain Series E Warrant, as defined in the Series E Agreement), (ii) any Common Stock and other securities issued upon exercise of those certain Series B Common Warrants, as defined in the Series C Agreement, (iii) common stock issued to Vivo Shareholders upon consummation of the Merger (as defined in the Merger Agreement), including common stock issued upon exercise of former Vivo Stock Options (as defined in the Merger Agreement) or (iv) any securities issued with respect to the Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred or the Common Stock and other securities referred to in clauses (i), (ii) and (iii) by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. For purposes of this Agreement, a person will be deemed to be a holder of Registrable Securities whenever such person has the right to acquire such Registrable Securities whether or not such acquisition has actually been effected. Registrable Securities, if transferred in accordance with Section 1.2(b), will remain Registrable Securities; provided, however, that Registrable Securities shall not include shares (a) registered under the Securities Act pursuant to an effective registration statement filed thereunder and disposed of in accordance with the registration statement covering them or (b) that may be publicly sold pursuant to Rule 144 under the Securities Act.

(b) Transfer of Registration Rights. The rights granted under this
Section may be assigned or otherwise conveyed by any holder of Registrable Securities, in compliance with federal and applicable state securities laws, to any transferee or assignee who, after such assignment or transfer, holds at least 50,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), provided that the Company is given written notice by such transferee at the time of or within thirty (30) days after said transfer, stating the name and address of said transferee and said transferee's agreement to be bound by the provisions of this Agreement. For the purposes of determining the number of shares of Registrable Securities held by a transferee or

assignee, the holdings of a transferee or assignee who is (A) a shareholder, partner, retired partner, member, retired member or beneficiary of a Purchaser; (B) a spouse or child of a shareholder, partner, retired partner, member, retired member or beneficiary of a Purchaser; (C) a trust for the benefit of the persons set forth in (A) or (B) or for the issue of the persons set forth in (A) or (B); and (D) an entity (corporation, partnership, limited liability company or other juridical entity) of which at least 75 percent in interest is owned or controlled, directly or indirectly through other entities, or by one or more of the persons set forth in (A), (B) or (C), shall be aggregated together with the corporation, partnership or limited liability company as the case may be; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Agreement.

(c) Conditions to Participation. No holder of Registrable Securities may participate in any underwritten registration hereunder unless such holder
(i) agrees to sell such holder's securities on the basis provided in any underwriting arrangements and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, provided that such documents shall not provide for indemnification or contribution obligations to the Company, or obligations to the Company to provide information, of holders of Registrable Securities greater than those obligations to the Company provided for in Section 1.9.

1.3 Demand Registration.

(a) If at any time after the earlier of (i) two (2) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Public Offering (as such term is defined in Section 2 of this Agreement), the Company shall receive a written request from Investors holding at least 30% of the Registrable Securities then outstanding that the Company file a registration statement (other than on Form S-3 pursuant to Section 1.4 of this Agreement) under the Securities Act covering the registration of all or part of the Registrable Securities, then the Company shall, within ten (10) days of the receipt of such request, give written notice of such request to all holders of Registrable Securities and shall, subject to the limitations of
Section 1.3(b), use its best efforts to effect as soon as practicable the registration under the Securities Act of all Registrable Securities which the Investors request to be registered in a written request to be given within twenty (20) days of the giving of such notice by the Company.

(b) The Investors initiating the registration request under this
Section 1.3 (the "Initiating Investors") must distribute the Registrable Securities covered by their request by means of a public offering underwritten by a recognized national or regional underwriter, which underwriter shall be reasonably acceptable to the Company. The right of any Investor to include its Registrable Securities in such registration shall be conditioned upon such Investor's participation in such underwriting and the inclusion of such Investor's Registrable Securities in the underwriting to the extent provided herein. All Investors proposing to distribute their Registrable Securities through such underwriting shall (together with the Company as provided in
Section 1.7(h)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Investors.

Notwithstanding any other provision of this Section 1.3, if the underwriter advises the Initiating Investors in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Investors shall so advise all Investors who are holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all holders thereof, including the Initiating Investors, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Investor and requested to be registered in such registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

(c) The Company is obligated to effect only two registrations pursuant to this Section 1.3. A request for registration under this Section 1.3 cannot be made within six (6) months of the effective date of a registration statement for a public offering of the Company's securities (other than Exempt Registrations).

(d) Notwithstanding the foregoing, if the Company shall furnish to the Investors requesting a registration statement pursuant to this Section 1.3 a certificate signed by the President of the Company, stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Investors; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period.

(e) The Company shall not be obligated to take any action to effect any registration pursuant to this Section 1.3, if, within ten (10) days of the receipt of a request from Initiating Investors the Company gives the Initiating Investors written notice that it has begun substantive discussions with an underwriter with respect to a public offering of securities that would give rise to registration rights under Section 1.5. The Company must promptly notify the Investors of any abandonment of such offering.

1.4 S-3 Registration.

(a) S-3 Registrations. Subject to the terms hereof, the holders of Registrable Securities, including transferees that have acquired the Registrable Securities in accordance with Section 1.2(b) (the "Holders"), may request in writing registration under the Securities Act of all or part of their Registrable Securities (an "S-3 Registration") on Form S-3 (or any other form of offering permitted under applicable securities laws involving effort and expense reasonably similar to that involved in effecting a registration on Form S-3 for which the Company may then be eligible). Any such request shall state the number of Registrable Securities to be disposed of and the intended disposition of such shares by their Holders, provided that the aggregate offering price must be not less than $250,000 for each such registration and on not more than three occasions, provided, further, however, that the Vivo Shareholders shall be entitled to request only one S-3 Registration, which must be requested by holders of at least 50% of the then outstanding Registrable Securities held by the Vivo Shareholders or their transferees. Such S-3

Registration shall be in addition to the three S-3 Registrations which may be requested by the other Holders. The Company hereby agrees that it will file an S-3 Registration Statement in November 1998 and that all Vivo Shareholders shall be entitled to register their shares therein. S-3 Registrations will be effected on Form S-3 (or any similar short-form registration for which the Company may then be eligible) whenever the Company is permitted to use such a form. Following the initial public offering of its securities, the Company will use its best efforts to qualify for registration on Form S-3 (or any similar short-form registration for which the Company may then be eligible) and maintain such registration in effect for not less than one hundred twenty (120) days.

(b) Priority S-3 Registrations. If any S-3 Registration is an underwritten offering, the Company may request that securities to be sold on its behalf be included in such S-3 Registration, and if the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included exceeds the number that can be sold in such offering without adversely affecting such underwriters' ability to effect an orderly distribution of the securities, the Company will include in such registration:
first, the securities the Company proposes to sell; and second, the number of Registrable Securities that the Holders propose to sell and that in the opinion of such underwriters can be sold; provided that in the event that the number of Registrable Securities that the Holders propose to sell is reduced by more than ten percent (10%), such registration will not be counted as a S-3 Registration. Anything in this subsection (b) to the contrary notwithstanding, for a period of twelve months following the conclusion of any offering from which, pursuant to this subsection (b), there were excluded any Registrable Securities requested to be included (an "Exclusion Offering"), the Company shall not exercise its right to priority so as to exclude such Registrable Securities from a subsequent S-3 Registration; provided, however, that a S-3 Registration may not be requested by the Holders of Registrable Securities for a period of four (4) months following the conclusion of any such Exclusion Offering. If any S-3 Registration in which the Company does not have the right to priority is an underwritten offering, the Company may have securities to be sold on its behalf included in such S-3 Registration, to the extent deemed practicable by the managing underwriters, provided the number of Registrable Securities included therein is not reduced.

(c) Restrictions on Purchasers and S-3 Registrations. The Company may postpone for up to ninety (90) days the filing or the effectiveness of a registration statement for a S-3 Registration if the Company's Chief Executive Officer delivers a written certification to each Holder of the Registrable Securities requested to be included therein stating that the Company's Board of Directors has declared that such S-3 Registration would not be in the best interests of the Company; provided that in any such event, the Holders of Registrable Securities requesting such registration will be entitled to withdraw such requests and, if the remaining requests that are not withdrawn are not sufficient to initiate such registration, such registration need not be effected by the Company and will not count as a S-3 Registration; provided further, that if such event occurs during the twelve (12) month period during which the Company may not conduct an Exclusion Offering (as described in Clause (b) above), then such twelve (12) month period shall be extended by the length of any such postponement. The Company may only make one election in any twelve-month period to postpone a S-3 Registration pursuant hereto.

(d) Limited Number of S-3 Registrations. The Company is obligated to effect only three (3) registrations pursuant to this Section 1.4, plus the one
(1) registration which may be requested only by the Vivo Shareholders owning at least 50% of the Registrable Securities held by the Vivo Shareholders or their transferees.

(e) Selection of Underwriters. In a S-3 Registration, the holders of Registrable Securities will have the right to determine the method of distribution and, if the offering is underwritten, to select the investment banker(s) and manager(s) to administer the offering.

1.5 Piggyback Registrations.

(a) Right to Piggyback. Whenever the Company proposes to register any of its securities under the Securities Act (other than pursuant to a registration primarily for sales of securities to employees of the Company or in connection with a transaction to which Rule 145 or any similar rule of the SEC under the Securities Act is applicable) and the registration form to be used also may be used for the registration of Registrable Securities, the Company will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration (a "Piggyback Registration") and will use its best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within thirty (30) days after the receipt of the Company's notice except as set forth in paragraph (b) below. Such written request may specify all or part of a holder's Registrable Securities to be included in the registration.

(b) Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without adversely affecting such underwriters' ability to effect an orderly distribution of such securities, the Company will include in such registration: first, the securities the Company proposes to sell; second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of shares of Common Stock (or equivalents) represented by the Registrable Securities owned by the holders thereof and requested to be registered, but in no event in an offering following the Company's initial public offering shall the number of Registrable Securities included in such registration be less than 30% of the total of all securities included in such registration; and third, other securities requested to be included in such registration.

(c) Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities and there are no newly issued securities of the Company being registered thereunder, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without adversely affecting such underwriters' ability to effect an orderly distribution of such securities, the Company will include in such registration:
first, any Registrable Securities

requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of shares of Common Stock (or equivalents) represented by the Registrable Securities owned by the holders thereof and requested to be registered, and second, other securities requested to be included in such registration. If any holder of Registrable Securities who has requested inclusion in such registration or offering disapproves of the terms of the underwriting, he may elect to withdraw therefrom by written notice to the Company, the underwriter and the holders of Registrable Securities who initiated the offering.

(d) Absence of Piggyback Rights for Vivo Shareholders. Notwithstanding anything herein to the contrary, Vivo Shareholders and their transferees shall not have any rights to piggyback registration as described under this Section 1.5, except with respect to the S-3 Registration demanded by the Vivo Shareholders.

1.6 Lockup Agreements. Each holder of the Registrable Securities agrees not to effect any public sale or distribution of Registrable Securities, or any securities convertible into or exchangeable or exercisable for Registrable Securities, during the seven (7) days prior to and the period after (as requested by the underwriters, but not to exceed 180 days) the effectiveness of the first registration of the Company's securities to be sold in an underwritten public offering for the account of the Company, provided that all officers and directors of the Company and all other holders of more than one percent (1%) of the Company's equity securities agree to be similarly bound with respect to equity securities of the Company held by such officers, directors and one percent (1%) holders, provided further that any discretionary waiver or termination of the restrictions of such agreements by the representatives of the underwriters shall apply to all persons subject to such agreements pro rata based on the number of equity securities held by such persons and subject to such agreements, provided further that such holders are given reasonable notice of such Registration, and provided further, that the provisions of this Section 1.6 shall bind The Goldman Sachs Group, L.P. and any transferee of its Registrable Securities only with respect to the Registrable Securities held by such person and shall not otherwise in any manner bind or restrict Goldman, Sachs & Co. (whether as a broker, dealer, underwriter or otherwise) or The Goldman Sachs Group. L.P. or any of their affiliates or general or limited partners. Without limiting the foregoing, it is expressly agreed that the provisions of this Section 1.6 shall not (a) apply to any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock acquired by a Holder directly from the underwriters in a registered public offering of the Company's securities or in an established trading market from any party other than the Company, or (b) prevent the exercise of the Series B Common Warrants, the Series C Warrants, the Series D Warrants, or the Series E Warrant described in Section 1.2(a) during such lockup period.

1.7 Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use its best efforts to effect the registration of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company will, without limiting the generality of the foregoing, as expeditiously as possible:

(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, which registration statement will state that the holders of Registrable Securities covered thereby may sell such Registrable Securities either under such registration statement or pursuant to Rule 144 (or any similar rule then in effect), and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the voting interest of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed);

(b) prepare and file with the Commission, if applicable, such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than one hundred eighty (180) days in the case of the Company's initial registration of Common Stock under the Securities Act and one hundred twenty (120) days in the case of any subsequent registration, provided, however, that if the Company files an S-3 Registration at the request of the Vivo Shareholders, the Company shall maintain the effectiveness of such S-3 Registration until the later of the first anniversary of the consummation of the Merger Agreement or 120 days;

(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, and the prospectus included in such registration statement (including each preliminary prospectus) as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions of the United States as any seller reasonably requests and do any other related acts that may be reasonably necessary to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 1.7(d) or (ii) consent to general service of process in any such jurisdiction);

(e) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is or would be required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit any fact necessary to make the statements therein not misleading;

(f) upon the request of the holders of 20% or more of the Registrable Securities or such lesser number of Registrable Securities as are actually registered pursuant to

this Agreement, cause all such Registrable Securities to be listed on each securities exchange or quotation system on which similar securities issued by the Company are then listed;

(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

(h) enter into such customary agreements (including underwriting agreements on customary terms) and take all such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, effecting a stock split or a combination of shares);

(i) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or any other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

(j) comply with all necessary filing and other requirements, including without limitation listing shares on any national securities exchange on which similar securities of the Company are then listed, so as to enable the holders of Registrable Securities to sell Registrable Securities under Rule 144 (or any similar rule then in effect) after any initial public offering of the Company's Common Stock; and

(k) obtain a comfort letter from the Company's independent accountants in customary form and covering such matters of the type customarily covered by comfort letters and an opinion from the Company's counsel in customary form covering such matters normally covered in a public issuance of securities, in each case addressed to the holders of the Registrable Securities.

1.8 Registration Expenses.

(a) All expenses incident to the Company's performance of or compliance with this Agreement with respect to any Demand Registration, S-3 Registration or Piggyback Registration, including, without limitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions, which in all cases shall be borne by the party selling the securities with respect to which the discounts or commissions are incurred or paid) and other persons retained by the Company, will be borne by the Company.

(b) In connection with any Demand Registration, S-3 Registration or Piggyback Registration, the Company will reimburse the holders of Registrable Securities

covered by such registration for the reasonable fees and disbursements of one counsel chosen by the holders of a majority of the voting interest of such Registrable Securities.

1.9 Indemnification.

(a) Incident to any registration statement referred to in this
Section 1 and subject to applicable law, the Company will indemnify and hold harmless each underwriter, each holder of Registrable Securities (including its respective directors, officers, members, employees and agents) so registered, 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 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 preliminary or definitive 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 the Company of the Securities Act, any state securities or "blue sky" laws or any rule or regulation thereunder in connection with such registration, provided that the Company 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 information furnished in writing to the Company by such underwriter, 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 the Company by such holder expressly for use in such registration statement, such holder will indemnify and hold harmless each underwriter, the Company (including its directors, officers, members, employees and agents), each other holder of Registrable Securities (including its respective directors, officers, employees and agents) so registered, 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 1.9(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 of Registrable Securities 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 1.9(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 1.9, 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 the Company, the other selling holders of Registrable Securities and the underwriters 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 Company, the other selling holders of Registrable Securities and the underwriters 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 the Company, the selling holders of Registrable Securities and the underwriters shall be deemed to be in the same respective proportions as the net proceeds from the offering (before deducting expenses) received by the Company and the selling holders and the underwriting discount received by the underwriters, 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 the Company, the selling holders of Registrable Securities and the underwriters 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 the Company, the selling holders or the underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the holders of Registrable Securities, and the underwriters agree that it would not be just and equitable if contribution pursuant to this Section 1.9(b) were determined by pro rata or per capita allocation 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 1.9(b). In no event, however, shall a holder of Registrable Securities be required to contribute any amount under this Section 1.9(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 1.9 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 1.9 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.

1.10 Termination. The rights to registration of Registrable Securities set forth in this Section shall terminate and have no further effect on the seventh (7th) anniversary of the closing of the Company's Initial Public Offering, as defined below, provided, however, that the Vivo

Shareholders shall have no further registration rights, and the Common Stock issued to Vivo Shareholders pursuant to the Merger Agreement shall no longer be considered Registrable Securities, upon the later of the first anniversary of the consummation of the Merger Agreement or 120 days after filing of the Vivo S-3 Registration Statement.

2. COVENANTS OF THE COMPANY

During the term of this Agreement, the Company covenants and agrees that for so long as any (a) Common Stock issued upon conversion of the Series B Preferred, Series C Preferred, Series D Preferred, or Series E Preferred (including without limitation the Series C Preferred issuable upon exercise of the Series C Warrants, Series D Preferred issuable upon exercise of the Series D Warrants, and Series E Preferred issuable upon exercise of the Series E Warrant), or pursuant to Section 1.2(a)(iii) of this Agreement, or (b) securities issued with respect to the securities referred to in clause (a) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization (hereinafter collectively referred to as "Restricted Securities"), remain outstanding (the Series C Preferred issuable upon exercise of the Series C Warrants, the Series D Preferred issuable upon exercise of the Series D Warrants, and the Series E Preferred issuable upon exercise of the Series E Warrant being deemed outstanding for purposes of this Section 2), at all times after the Company has filed a registration statement pursuant to the requirements of the Securities Act, or the Exchange Act, the Company will file all reports required to be filed by it under the Securities Act or the Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission (the "Commission") thereunder, and will take such further action as any holder or holders of Restricted Securities may reasonably request, all to the extent required to enable each such holder to sell Restricted Securities pursuant to (i) Rule 144 under the Securities Act, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon request, the Company will deliver to each such holder a written statement as to whether the Company has complied with such requirements.

3. MISCELLANEOUS

3.1 Parties in Interest. All covenants, agreements, representations, warranties and undertakings in this Agreement made by and on behalf of any of the parties hereto shall bind and inure to the benefit of their respective successors and assigns.

3.2 Entire Agreement: Amendments and Waivers. This Agreement (including the attachments hereto) and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. This Agreement may be amended, or compliance with any term, covenant, agreement, condition or provision set forth herein may be omitted or waived (either generally or in a particular instance and either retroactively or prospectively) if agreed to in writing by the Company and either: (a) the holders of at least two-thirds (2/3) of the outstanding Registrable Securities (other than those held by Microsoft), and two-thirds (2/3) of the Common Stock issuable upon conversion of the Series E Preferred Stock, or (b) the holders of at least 51% of the outstanding Common Stock issued upon conversion of the Series B Preferred Stock, the holders

of at least 51% of the outstanding Common Stock issued upon conversion of the Series C Preferred Stock, the holders of at least 51% of the outstanding Common Stock issued upon conversion of the Series D Preferred Stock, the holders of at least 51% of the Common Stock issued upon conversion of the Series E Preferred Stock; and 51% of the Registrable Securities held by the Vivo Shareholders; provided, however, that the holder(s) of the Series E Preferred Stock hereby agree to: (i) any amendment that is limited to adding holders of Common Stock or a new series of Common Stock or Preferred Stock or securities convertible into or carrying the rights to purchase Common Stock or a new series of Common Stock or Preferred Stock (the "New Securities") as parties to this Agreement as long as the New Securities have rights under this Agreement that are equivalent or subordinate to those of the Series E Preferred, and (ii) any amendment that does not (A) adversely affect the holders of Series E Preferred Stock but not the holders of the other series of Preferred Stock or (B) otherwise disadvantage disproportionately the holders of Series E Preferred Stock; and provided further, that if any amendment or omission or waiver of compliance with any term, covenant, agreement or condition or provision affects any Holder disproportionately, the written agreement of such Holder shall also be required. The Series B Holders and the Company expressly agree that this Agreement supersedes Sections 4 and 5 of the Series B Agreement in their entirety and that such sections of the Series B Agreement are no longer in force or effect, the Series B Holders, Series C Holders and the Company expressly agree that this Agreement supersedes the C Rights Agreement in its entirety and the C Rights Agreement is no longer in force and effect; and the Series B Holders, Series C Holders, Series D Holders, and the Company expressly agree that this Agreement supersedes the D Rights Agreement in its entirety and the D Rights Agreement is no longer in force and effect.

3.3 Governing Law, Severability. This Agreement, together with the rights and obligations of the parties hereunder, shall be governed by, construed and enforced in accordance with the laws of the State of Washington without regard to principles of conflicts of laws. In the event any provision of this Agreement or the application of any such provision to any party shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.

3.4 Notices. All notices, requests, consents, and demands shall be in writing and shall be deemed to have been sufficiently given if sent, postage prepaid, by registered or certified mail, return receipt requested, to the Company at RealNetworks, Inc., 1111 Third Avenue, Suite 500, Seattle, WA 98101, Attention: President, with a second copy addressed separately to the General Counsel; to the Investors at the addresses listed in Exhibits A and B and to Microsoft at Microsoft Corporation, One Microsoft Way, Redmond, Washington 98052-6399, Attention: Robert A. Eshelman, Assistant Secretary; or to such other address as may from time to time be furnished in writing to the other parties hereto.

3.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

3.6 Captions. The captions and headings of this Agreement are for convenience only and are not to be construed as defining or limiting the scope or intent of any of the provisions hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

REALNETWORKS, INC.

By: ____________________________________
Its: ___________________________________

The undersigned, who are parties to that certain Second Amended and Restated Investors' Rights Agreement dated July 21, 1997 (the "Agreement"), hereby consent to amend and restate such Agreement in its entirety as set forth in this Third Amended and Restated Investors' Rights Agreement:

INVESTOR: ______________________________
(Please Print Name)

By: ____________________________________
Its: ___________________________________

EXHIBIT A

FORMER SERIES B PREFERRED HOLDERS

Name and Address

Phillip Barrett
13224 - 178th N.E.
Redmond, WA 98052

Howard P. Welt
820 - 34th Avenue E.
Seattle, WA 98112

Jeanine Tang
16015 Olympic Drive N.W.
Seattle, WA 98177

Elaine Yeomelakis
3 Spruce Street
Stoneham, MA 02180

Julius and Barbara Glaser TR U/A 09-03-91 Julius and Barbara Glaser, Trustees
424 Trail Ridge Place
Santa Rosa, California 95409

Martha E. Glaser
7720 Bodega Avenue, #11
Sebastapol, CA 95472

Rob Glaser
c/o RealNetworks, Inc.
1111 Third Avenue, Suite 2900
Seattle, Washington 98101-3207

Dennis L. Heck
1518 South Columbia
Olympia, Washington 98501

Mitchell Kapor
Kapor Enterprises, Inc.
238 Main Street, Suite 400
Cambridge, Massachusetts 02142

Michael B. Slade
3732 East High Lane
Seattle, Washington 98112

FORMER SERIES C PREFERRED HOLDERS

Name and Address

Accel IV L.P.
c/o Accel Partners
428 University Avenue
Palo Alto, CA 94301
Attn: James W. Breyer

Accel Keiretsu L.P.
c/o Accel Partners
428 University Avenue
Palo Alto, CA 94301
Attn: James W. Breyer

Accel Investors '95 L.P.
c/o Accel Partners
428 University Avenue
Palo Alto, CA 94301
Attn: James W. Breyer

Ellmore C. Patterson Partners
c/o Accel Partners
428 University Avenue
Palo Alto, CA 94301
Attn: James W. Breyer

Jeanine Tang
16015 Olympic Drive N.W.
Seattle, WA 98177

Julius and Barbara Glaser TR U/A 09-03-91 Julius and Barbara Glaser, Trustees
424 Trail Ridge Place
Santa Rosa, CA 95409

Martha E. Glaser
7720 Bodega Avenue, #11
Sebastapol, CA 95472

Rob Glaser
c/o RealNetworks, Inc.
1111 Third Avenue, Suite 2900
Seattle, WA 98101-3207

Dennis L. Heck
1518 South Columbia
Olympia, WA 98501

Mitchell Kapor
Kapor Enterprises, Inc.
238 Main Street, Suite 400
Cambridge, MA 02142

Michael B. Slade
3732 East High Lane
Seattle, WA 98112

Howard P. Welt
820 - 34th Avenue E.
Seattle, WA 98112

FORMER SERIES D PREFERRED HOLDERS

Name and Address

Bayview Investors, Ltd.
555 California St.
San Francisco, CA 94104
Attn: Jennifer Sherrill

IPG Network, Inc.
1700 Montgomery Street, Suite 420
San Francisco, CA 94111
Attn: Yoshiteru Sagiya

Ziff Asset Management, L.P.
153 E. 53rd St., 43rd Floor
New York, NY 10022
Attn: Philip B. Korsant

Technology Crossover Ventures, L.P.
56 Main Street, Suite 210
Millburn, NJ 07041
Attn: Robert C. Bensky

Technology Crossover Ventures, C.V.
56 Main Street, Suite 210
Millburn, NJ 07041
Attn: Robert C. Bensky

Accel IV L.P.
428 University Avenue
Palo Alto, CA 94301
Attn: James W. Breyer

Accel Keiretsu L.P.
428 University Avenue
Palo Alto, CA 94301
Attn: James W. Breyer

Accel Investors '95 L.P.
428 University Avenue
Palo Alto, CA 94301
Attn.: James W. Breyer

Ellmore C. Patterson Partners
c/o Accel Partners
428 University Avenue
Palo Alto, CA 94301
Attn.: James W. Breyer

Velocity Technology and
Communications Trust B
260 Hamilton Avenue, Suite 212
Palo Alto, CA 94301
Attn: Andy Kessler

Dennis L. Heck
1518 S. Columbia
Olympia, WA 98501

Norma Ann Crampton
820 - 34th Avenue E.
Seattle, WA 98112

Elaine Yeomelakis
3 Spruce Street
Stoneham, MA 02180

Jeanine Tang
16015 Olympic Drive N.W.
Seattle, WA 98177

Rob Glaser
c/o RealNetworks, Inc.
1111 Third Avenue, Suite 2900
Seattle, WA 98101-3207

Merrill Lynch KECALP L.P. 1994
Attn.: Robert Tully
World Financial Center, South Tower
225 Liberty Street
New York, NY 10080

CSK Venture Capital Co., Ltd.
Kenchiku Kaikan, 7th Floor
26-20 Shiba, 5-chome, Minato-ku
Tokyo 105, Japan
Attn: Kenji Suzuki

CSK Corporation
Shinjuku Sumitomo Bldg.
2-6-1 Nishi-Shinjuku, Shinjuku-ku
Tokyo 163-02 Japan
Attn: Tadashi Fujisawa

Encompass Group, Inc.
Suite 205
4040 Lake Washington Blvd. N.E.
Kirkland, WA 98033
Attn: Yasuki Matsumoto

Trans Cosmos USA, Inc.
Suite 205
4040 Lake Washington Blvd. N.E.
Kirkland, WA 98033
Attn.: Yasuki Matsumoto

The Goldman Sachs Group, L.P.
c/o Goldman Sachs & Co.
85 Broad Street, 19th Floor
New York, NY 10004
Attn: Joseph Gleberman

Mitchell Kapor
c/o Kapor Enterprises
238 Main Street, Suite 400
Cambridge, MA 02142

Peter J. Rubin Trustee,
PSP and Trust
PS Plan DTD 11/14/96,
FBO Peter J. Rubin
400 Seward Square, S.E., Apt. 42
Washington, DC 20003

EXHIBIT B

VIVO SHAREHOLDERS

Accel IV L.P.
Accel Japan L.P.
Accel Investors '93 L.P.
Accel Keiretsu L.P.
Prosper Partners
Ellmore C. Patterson Partners
St Paul Venture Capital IV, LLC
St Paul Venture Capital Affiliates Fund I, LLC Morgenthaler Venture Partners III
Matrix Partners III L.P.
CMP Media Inc.
PictureTel Corp.
Sigma Partners III
Sigma Associates III
Sigma Investors III
Gardner Hendrie
Susanne Lilly Hutcheson Trust
David M Lilly
Flach & Associates
James Flach
Staffan Ericsson
Anthony Antonuccio
Bernd Girod
Zenas Hutcheson
Mark Bretl
Daud Power
Oliver Jones
Peter Zaballos
Dean Wiltse
John Bruder
George Madaus
Roz Hoffman
John Carlton
Andreas Wanka
Joseph Rovine
Lesley Peebles
Enna Rojas
Stephanie Woiciechowski
Bin Zhang
Corinne Howard
Vadim Matskin

H Bondar
Ann-Marie Sweeney
Matt Greer
Hugh Montague
Thomas Wolf
Lisa Nalewak
Meg Munger
Jane Spencer
Karen Crine
Dan Cronin
Joe Schoendorf
Ted Adelson
Randy Smith
Robert Pryor
Ted Mina
Ken Faubel
Joe Kluck
Dan Brown
Gene Su
Win Crofton
Weili Zhang
Mary Campbell
Pauline L McCormack
Peter Haimovitz
Jeff Miller
John Wolfe
Mary Deshon
Chet Graham
Gerry Hall