On April 27, 2017, RealNetworks, Inc. announced that Cary L. Baker
will become Chief Financial Officer of the company effective May 5,
2017, succeeding Marjorie O. Thomas. As previously reported, Ms.
Thomas notified the company of her resignation as Chief Financial
Officer effective May 5, 2017.

Mr. Baker most recently served as Chief Financial Officer of HEAT
Software, Inc., a global provider of cloud-based IT service
management and endpoint management software solutions, from its
formation in February 2015 through April 2017. From March 2014 to
October 2016, Mr. Baker also served as Chief Financial Officer of
NetMotion Software, a provider of mobile security and performance
management software solutions, and an affiliate of HEAT Software.
From May 2010 to November 2013, he held key financial leadership
roles at Clearwire Corporation, including most recently as Vice
President Finance from May 2011. Mr. Bakers earlier experience
includes financial leadership roles at Boost Mobile and Sprint
Corporation. Mr. Baker, age 41, holds an M.B.A. from the Kelley
School of Business at Indiana University and a Bachelor of Science
degree in finance from the University of Idaho.

In conjunction with his appointment, the Compensation Committee of
the Board of Directors of RealNetworks approved certain
compensatory arrangements for Mr. Baker. Specifically, the
Compensation Committee approved (i) an annual base salary of
$325,000, (ii) a target annual bonus opportunity equal to 75% of
his base salary based on the achievement of certain preestablished
goals determined by the Compensation Committee, (iii) a one-time
sign-on bonus of $100,000, subject to repayment by Mr. Baker in the
event that he voluntarily resigns from the company within 12
months, (iv) up to four months’ temporary travel and living
expenses capped at $25,000, (v) up to $40,000 in relocation
benefits in accordance with the company’s standard relocation
policy and guidelines, including pro-rated reimbursement by Mr.
Baker of company-paid relocation expenses in the event that he
voluntarily resigns from the company within 12 months, and (vi)
severance benefits of 12 months base salary and prorated bonus in
the event that Mr. Baker is terminated without cause or resigns for
good reason. In addition, within twenty business days of the
commencement of his employment with the company, the Compensation
Committee will approve an award of stock options to acquire 200,000
shares of RealNetworks common stock, which will be scheduled to
vest over four years, with 25% vesting one year from the
commencement of his employment and 12.5% to vest every six months
thereafter, subject to Mr. Baker’s continued service to the
company. The equity award will be granted to the companys 2005
Stock Incentive Plan and the standard form of agreement thereunder.

RealNetworks and Mr. Baker also entered into a change in control
severance agreement providing for certain severance benefits
whereby in the event the company terminates his employment without
cause in connection with a change in control of the company, and
subject to certain other provisions set forth in the agreement, he
will be entitled to receive 150% of his then-current standard
severance-related compensation plus acceleration of vesting by one
year of any of his unvested non-performance based equity.

(d) Exhibits.

to the rules and regulations of the SEC, the attached exhibits are
deemed to have been furnished to, but not filed with, the SEC.