Power of Strategic Transactions Committee:

The approval of the Strategic Transactions Committee (the "Committee") is required before the Board of Directors may:

• adopt a plan of merger,
  
  
• authorize the sale, lease, exchange or mortgage of (a) assets representing more than 50% of the book value of RealNetworks' assets prior to the transaction or (b) any other asset or assets on which the long-term business strategy of RealNetworks is substantially dependent,
  
  
• authorize RealNetworks' voluntary dissolution, or
  
  
• take any action that has the effect of the foregoing clauses.

Membership:

• The Committee shall consist of three (3) directors.
  
  
• A member of the Committee shall automatically cease to be a member of the Committee upon the earlier of: (i) his or her death, resignation or removal as a director, or (ii) at the option of the Chairman of the Committee, his or her ceasing to hold or control, directly or indirectly, at least five percent (5%) of the outstanding shares of capital stock of RealNetworks, Inc. Neither the Board of Directors nor the shareholders shall have any authority to remove any member of the Committee or to otherwise reconstitute the Committee or its membership
  
  
• Robert Glaser shall serve as Chairman of the Committee as long as he is a member of the Committee. At such time as Mr. Glaser is no longer a member of the Committee, the Committee shall select one of its members as Chairman.
  
  
• Any vacancy on the Committee shall be filled by the remaining member or members of the Committee, regardless of whether or not a quorum. If two members of the Committee remain and they are unable to agree on an individual to fill the vacancy, the vacancy may be filled by the member who holds or controls, directly or indirectly, the larger percentage of the outstanding shares of capital stock of RealNetworks, Inc.

Meetings:

The Committee shall meet from time to time on the call of its Chairman or of the other two members. The Committee shall keep regular minutes of its meetings and proceedings.

Termination of Committee:

The Committee, by vote of the Chairman of the Committee and one additional member, may limit the powers of the Committee or may terminate the Committee. The existence and powers of the Committee shall terminate when the members in the aggregate cease to hold or control, directly or indirectly, at least ten percent (10%) of the outstanding shares of capital stock of RealNetworks, Inc. The Board of Directors shall have and succeed to any and all power and authority of the Committee that have been limited or eliminated as herein described.

Committee Members

Robert Glaser
Jonathan D. Klein

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