AGREEMENT AND PLAN OF MERGER By and Among GREATER HEIGHTS LLC, GREATER HEIGHTS ACQUISITION LLC, ROBERT GLASER and REALNETWORKS, INC. Dated as of July 27, 2022Agreement and Plan of Merger • July 28th, 2022 • Realnetworks Inc • Services-computer programming services • Washington
This Agreement and Plan of Merger (this “Agreement”) is entered into, as of July 27, 2022, by and among RealNetworks, Inc., a Washington corporation (the “Company”), Greater Heights LLC, a Washington limited liability company (“Parent”), Greater Heights Acquisition LLC, a Washington limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub”) and exclusively for purposes of Section 8.15, Robert Glaser, an individual resident of Washington (“Parent Guarantor”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the respective meanings set forth in Section 8.01 hereof.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • July 28th, 2022 • Realnetworks Inc • Services-computer programming services • Washington
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 27, 2022, by and among RealNetworks, Inc., a Washington corporation (the “Company”), Greater Heights LLC, a Washington limited liability company (“Parent”), and each Person identified on Exhibit A attached hereto (collectively, the “Shareholders” and each a “Shareholder”).
AMENDMENT TO THE SECOND AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN OF REALNETWORKS, INC.Shareholder Rights Plan • July 28th, 2022 • Realnetworks Inc • Services-computer programming services
This AMENDMENT, dated as of July 27, 2022 (this “Amendment”), is made to the Second Amended and Restated Shareholder Rights Plan, dated as of November 30, 2018, by and between RealNetworks, Inc. (the “Company”) and Computershare Inc., as the Rights Agent (“Computershare”) (such agreement, the “Rights Agreement”).
