TABLE OF CONTENTS       Page ARTICLE I Definitions  2 Section 1.01. Certain Defined Terms  2 Section 1.02. Other Definitional Provisions  5 ARTICLE II Corporate Governance  5 Section 2.01. Board Composition  5 Section 2.02. Composition of Committees of the Board  7 ARTICLE III Transfer of Shares  7 Section 3.01. Restrictions on Transfer  7 Section 3.02. Permitted Transfers  8 Section 3.03. Compliance with Transfer Provisions  8 Section 3.04. Legend  8 Section 3.05. Right of First Offer  9 Section 3.06. Drag-Along Right  10 Section 3.07. Preemptive Right  11 ARTICLE IV Additional Covenants  12 Section 4.01. Actions Requiring Consent  12 Section 4.02. Registration Rights  13 Section 4.03. Information Rights  13 Section 4.04. Annual Audit  14 Section 4.05. Access Rights  14 ARTICLE V Term  15 Section 5.01. Term  15 ARTICLE VI General Provisions  15 Section 6.01. Notices  15 Section 6.02. Counterparts  16 Section 6.03. Integration  16 Section 6.04. No Third Party Beneficiaries  16 Section 6.05. Applicable Law; Consent to Jurisdiction  17 Section 6.06. Severability  17 Section 6.07. Amendment  17 
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       Page Section 6.08. Headings  17 Section 6.09. Waiver of a Jury Trial  18 Section 6.10. Enforcement  18 Section 6.11. Waiver  18 Section 6.12. Confidentiality  18 Section 6.13. Other Stockholders  19 Section 6.14. Publicity  19 Section 6.15. Absence of Presumption  19 Section 6.16. Expenses  19 
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     STOCKHOLDER AGREEMENT, dated as of March 31, 2010, among RHAPSODYINTERNATIONAL INC., a Delaware corporation (the “Company”),RealNetworks, Inc., a Washington corporation (“RN Parent”),RealNetworks Digital Music of California, Inc., a California corporation(“RN Sub”), Viacom International Inc., a Delaware corporation(“MTVN Parent”), on behalf of its MTV Networks Division, and DMSHoldco Inc., a Delaware corporation (“MTVN Sub” and together with RNSub, the “Stockholders”).RECITALS          WHEREAS, the Company was first formed as a limited liability company under Delaware law onAugust 16, 2007 under the name “Rhapsody America LLC” and was converted to a corporation under thename “Rhapsody International Inc.” by the filing of its Certificate of Conversion and Certificateof Incorporation with the Secretary of State of the State of Delaware on March 31, 2010 (the“Conversion”);          WHEREAS, the Stockholders have entered into the Transaction, Contribution and PurchaseAgreement dated as of February 9, 2010 (the “Transaction Agreement”) to effect the transferand contribution of certain additional assets to the Company;          WHEREAS, immediately prior to the transactions contemplated by the Transaction Agreement, RNSub owned a 51% membership interest in the Company and MTVN Sub owned a 49% membership interest inthe Company;          WHEREAS, by virtue of the Conversion, all outstanding membership interests of the Company wereconverted into equity interests in the Company;          WHEREAS, as of the date hereof, MTVN Sub owns the Company’s Class A common stock, par value$0.01 per share (“Class A Stock”) and RN Sub owns the Company’s preferred stock, par value$0.01 per share (“Preferred Stock” and together with Class A Stock, “Voting Stock”)in the amounts set forth opposite its name on Schedule A attached hereto;          WHEREAS, pursuant to the Charter (as defined below), holders of Voting Stock shall be entitledto one vote for each share of Voting Stock held by them on all matters properly presented to thestockholders, the holders of Class A Stock and the holders of Preferred Stock voting together asone class; and          WHEREAS, each of the parties desires to enter into this Agreement (as defined below) in orderto establish certain rights and obligations of RN Sub and MTVN Sub as holders of Voting Stock;          NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreementsset forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:
 

 
ARTICLE IDefinitions          Section 1.01. Certain Defined Terms. As used in this Agreement:          “Adoption Agreement” has the meaning assigned to such term in Section 3.02(a)(i).          “Affiliate” of any specified Person means any other Person directly or indirectlyControlling, Controlled by or under direct or indirect common Control with such specified Person;provided that the Company and its Subsidiaries shall not be deemed to be an Affiliate ofany Stockholder or Parent, and provided, further, that “Affiliate”, when used withrespect to MTVN Sub or MTVN Parent or any of their Affiliates, shall only mean Viacom Inc., aDelaware corporation, and any direct or indirect Subsidiaries of Viacom Inc. and shall not includeany direct or indirect stockholder of Viacom Inc. or any of their Affiliates other than Viacom Inc.and any direct or indirect Subsidiaries of Viacom Inc.          “Agreement” means this Stockholder Agreement, as it may be amended, supplemented,restated or modified from time to time.          “Board” means the Board of Directors of the Company.          “Business Day” means any day that is not a Saturday, a Sunday or a U.S. Federalholiday.          “By-laws” means the By-laws of the Company, as amended or restated from time to time.          “Charter” means the Certificate of Incorporation of the Company, as amended orrestated from time to time.          “Class A Stock” has the meaning set forth in the recitals of this Agreement.          “Class B Stock” means the Company’s Class B common stock, par value $0.01 per share          “Control” means, with respect to any Person, the possession, directly or indirectly,of the power to direct or cause the direction of the management or policies of such Person, whetherthrough ownership of securities or partnership, membership, limited liability company, or otherownership interests, by contract or otherwise, and the terms “Controlling” and“Controlled” have meanings correlative to the foregoing.          “Conversion” has the meaning set forth in the recitals of this Agreement.          “Director” means any member of the Board.          “Drag-Along Notice” has the meaning assigned to such term in Section 3.06.
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          “Drag-Along Party” has the meaning assigned to such term in Section 3.06.          “Drag-Along Price” has the meaning assigned to such term in Section 3.06.          “Drag-Along Purchaser” has the meaning assigned to such term in Section 3.06.          “Drag-Along Right” has the meaning assigned to such term in Section 3.06.          “Drag-Along Terms” has the meaning assigned to such term in Section 3.06.          “GAAP” means generally accepted accounting principles in the United States.          “Indebtedness” means, with respect to any Person, all obligations of such Person (i)for borrowed money or funded indebtedness or issued in substitution for or exchange for borrowedmoney or funded indebtedness (including obligations with respect to principal, accrued interest,and any applicable prepayment charges or premiums and any unpaid fees, expenses or other monetaryobligations in respect thereof); (ii) evidenced by notes, bonds, debentures, mortgages or similarinstruments; and (iii) all obligations of the types described in clauses (i) and (ii) above of anyother individual or entity, the payment of which is guaranteed or is subject to contingentguarantee, directly or indirectly, by such Person or is secured by a pledge, mortgage, encumbranceor other Lien of any kind or character on any property or asset of such Person (whether or not suchobligation is assumed by such Person).          “Independent Director” means a Director who (i) qualifies as an “independent director”of the Company under (a) NYSE Rule 303A(2), as such Rule may be amended, supplemented or replacedfrom time to time or (b) any comparable rule or regulation of a primary securities exchange orquotation system, (ii) is identified as independent upon the mutual agreement of RN Stockholder andMTVN Stockholder or (iii) is the Chief Executive Officer or the highest-ranking officer of theCompany as set forth in the proviso to Section 2.01(a)(iii).          “Initiating Stockholder” has the meaning assigned to such term in Section 3.05(a).          “Initiator Notice” has the meaning assigned to such term in Section 3.05(a).          “Lien” means any pledge, encumbrance, security interest, purchase option, call orsimilar right.          “MTVN Designees” has the meaning assigned to such term in Section 2.01(a)(ii).          “MTVN Music Group” has the meaning assigned to such term in the Audio Music ServiceBrand and Content License, Distribution and Advertising Agreement dated as of August 20, 2007, byand between MTVN Parent and the Company, as such agreement may be amended, supplemented, restatedor modified from time to time.          “MTVN Stockholder” means MTVN Sub and shall include any successor to MTVN Sub, or anyassignee of MTVN Sub pursuant to Section 3.02(a)(i).
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          “New Securities” has the meaning assigned to such term in Section 3.07(b).          “Non-initiating Stockholder” has the meaning assigned to such term in Section 3.05(a).          “Offer Price” has the meaning assigned to such term in Section 3.05(b).          “Offered Stock” has the meaning assigned to such term in Section 3.05(a).          “Original Stockholder” has the meaning assigned to such term in Section 3.06.          “Other Stockholder” has the meaning assigned to such term in Section 6.13.          “Parent” means (i) in the case of RN Sub, RN Parent, (ii) in the case of MTVN Sub,MTVN Parent, (iii) in the case of any other Stockholder, such Stockholder’s direct or indirectultimate Controlling Person at the time such Stockholder becomes a Stockholder (except to theextent such Stockholder is an Affiliate of MTVN Parent, in which case the Parent of suchStockholder shall continue to mean MTVN Parent).          “Participation Stockholder” has the meaning assigned to such term in Section 3.07(a).          “Person” means any individual, firm, corporation, partnership, limited liabilitycompany, trust, joint venture, governmental authority or other entity.          “Preferred Stock” has the meaning set forth in the recitals of this Agreement.          “Public Offering” shall mean the completion of a sale of common stock pursuant to aregistration statement which has become effective under the Securities Act (excluding registrationstatements on Form S-4, S-8 or similar limited purpose forms), in which some or all of the CommonStock or the common stock of any Subsidiary of the Company shall be listed and traded on a nationalexchange or on the NASDAQ National Market System.          “Requesting Stockholder” has the meaning assigned to such term in Section 4.04.          “Right of First Offer” has the meaning assigned to such term in Section 3.05(a).          “RN Designees” has the meaning assigned to such term in Section 2.01(a)(i).          “RN Stockholder” means RN Sub and shall include any successor to RN Sub, or assigneeof RN Sub pursuant to Section 3.02(a)(i).          “ROFO Notice” has the meaning assigned to such term in Section 3.05(b).          “ROFO Notice Period” has the meaning assigned to such term in Section 3.05(b).          “Sale Transaction” has the meaning assigned to such term in Section 3.02(b).
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          “Securities Act” means the Securities Act of 1933 and the rules and regulationspromulgated thereunder, as amended.          “Stockholder” means MTVN Stockholder, RN Stockholder and any Other Stockholder.          “Subsidiary” means, with respect to any Person, any other Person of which such Person(i) owns directly or indirectly more than fifty percent (50%) of the equity, membership interest orbeneficial interest, on a consolidated basis, or (ii) owns directly or controls with power to vote,directly or indirectly through one or more Subsidiaries, shares of the equity, membership interestor beneficial interest having the power to elect more than fifty percent (50%) of the directors,trustees, managers or other officials having powers analogous to that of directors of acorporation.          “Transaction Agreement” has the meaning set forth in the recitals of this Agreement.          “Transfer” means, directly or indirectly, (i) to sell, transfer, assign or similarlydispose of, whether voluntarily, involuntarily or by operation of law, (ii) to enter into anagreement to vote, consent, grant a proxy or power of attorney or deposit shares into a votingtrust, or the execution of a written consent, the grant of a proxy or power of attorney or thedeposit of shares into a voting trust or (iii) to enter into a contract, option or otherarrangement or understanding that upon consummation or foreclosure would effect a sale, transfer,assignment or similar disposition.          “Voting Stock” has the meaning set forth in the recitals of this Agreement.          Section 1.02. Other Definitional Provisions. (a) The words “hereof”, “herein” and“hereunder” and words of similar import when used in this Agreement shall refer to this Agreementas a whole and not to any particular provision of this Agreement, and Article and Sectionreferences are to this Agreement unless otherwise specified. The words “include”, “includes” and“including” shall be deemed to be followed by the phrase “without limitation”.          (b) The meanings given to terms defined herein shall be equally applicable to both thesingular and plural forms of such terms.ARTICLE IICorporate Governance          Section 2.01. Board Composition. (a) The number of Directors constituting the Boardshall be fixed at the number that is the number of Directors that RN Stockholder and MTVNStockholder are entitled to designate in the aggregate, from time to time, pursuant to Sections2.01(a)(i), (ii) and (iii) below which number shall initially be five (5). The Board shall becomposed as follows:     (i) (A) two (2) Directors designated for election to the Board by RN Stockholder for solong as RN Stockholder continues to own shares of Voting Stock representing at
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least twenty-five percent (25%) of the then outstanding shares of Voting Stock; or (B)if clause (A) is not applicable, one (1) director designated for election to the Board by RNStockholder for so long as RN Stockholder continues to own shares of Voting Stockrepresenting at least ten percent (10%) of the then outstanding shares of Voting Stock (ineach case, the “RN Designees”); the initial RN Designees are set forth onSchedule B;     (ii) (A) two (2) Directors designated for election to the Board by MTVN Stockholder forso long as MTVN Stockholder continues to own shares of Voting Stock representing at leasttwenty-five percent (25%) of the then outstanding shares of Voting Stock; or (B) if clause(A) is not applicable, one (1) director designated for election to the Board by MTVNStockholder for so long as MTVN Stockholder continues to own shares of Voting Stockrepresenting at least ten percent (10%) of the then outstanding shares of Voting Stock (ineach case, the “MTVN Designees”); the initial MTVN Designees are set forth onSchedule C; and     (iii) one Independent Director jointly designated by RN Stockholder and MTVNStockholder (for so long as each of RN Stockholder and MTVN Stockholder is entitled todesignate at least one Director pursuant to Sections 2.01(a)(i) and (ii)) who shallinitially be the individual set forth on Schedule D hereto. If at any time RNStockholder and MTVN Stockholder cannot agree upon the designee for Independent Director,the Independent Director shall be selected pursuant to the provision set forth inSchedule E hereto; provided, however, in the event that the existingIndependent Director resigns or is removed from the Board or if the Independent Directorseat is otherwise vacant, the Company’s Chief Executive Officer (excluding any Personserving as the Company’s interim Chief Executive Officer), or if the office of the ChiefExecutive Officer is vacant or not permanently filled, then the Company’s highest rankingofficer, shall serve as the Independent Director during such interim period.          (b) Each Stockholder agrees to vote or act by written consent with respect to (or cause to bevoted or acted upon by written consent) all shares of Voting Stock then held of record by suchStockholder (x) in favor of the election to the Board of those individuals designated or nominatedin accordance with Section 2.01(a) and (y) against the election to the Board of any individual notdesignated or nominated in accordance with Section 2.01(a); provided, however,that at the written request of either MTVN Stockholder or RN Stockholder with respect to aDirector designated by such Stockholder pursuant to Section 2.01(a), each other Stockholder herebyagrees to vote or act by written consent with respect to (or cause to be voted or acted upon bywritten consent) all shares of Voting Stock then held of record by such Stockholder in favor ofthe removal from office of such Director at any meeting or upon any action by written consentcalled or taken for the purpose of removing such Director from office (and except as set forth inSection 2.01(d), otherwise shall not vote or act by written consent to cause the removal of suchDirector without cause).          (c) In the event of any vacancy in the office of Director of an RN Designee or MTVN Designee,each Stockholder agrees to vote or act by written consent with respect to (or cause to be voted oracted upon by written consent) all shares of Voting Stock then held of record by such Stockholderin favor of the election to the Board of an individual designated in writing by RN Stockholder orMTVN Stockholder, as applicable, and against the election to the
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Board of any individual not designated by RN Stockholder or MTVN Stockholder, as applicable.The Company and the Stockholders shall use their best efforts to fill any vacancies of the Boardas soon as practicable following the date such vacancy is created.          (d) If at any time there is a reduction in the number of Directors a Stockholder has a rightto designate pursuant to Sections 2.01(a)(i) and (ii), such Stockholder shall use its best effortsto cause such number of its designees to resign from the Board. If a designee fails to resign inaccordance with the preceding sentence, each Stockholder agrees to vote or act by written consentwith respect to (or cause to be voted or acted upon by written consent) all shares of Voting Stockthen held of record by such Stockholder in favor of the removal of such Director without cause.The Company and the Stockholder shall use their best efforts to cause such action to be taken assoon as practicable following the date of decrease.          Section 2.02. Composition of Committees of the Board. The Board may from time totime designate one or more committees, each committee to consist of two (2) or more members of theBoard; provided, however, that at least one RN Designee (for so long as RNStockholder has the right to designate a Director pursuant to Section 2.01(a)(i)) and at least oneMTVN Designee (for so long as MTVN Stockholder has the right to designate a Director pursuant toSection 2.01(a)(ii)) shall be entitled to representation on each committee of the Board.ARTICLE IIITransfer of Shares          Section 3.01. Restrictions on Transfer. (a) Each Stockholder agrees that, untilDecember 31, 2010, it will not Transfer any shares of Voting Stock now owned or hereafter acquiredby such party (or any interest therein) to any other Person, except as expressly permitted bySection 3.02.          (b) It shall be a condition to any Transfer not prohibited by this Article III that (i) suchTransfer shall comply with the provisions of the Securities Act and applicable state securitieslaws and (ii) no such Transfer shall require the Company to file any report or other disclosurepursuant to the Securities Act or applicable state securities laws. Until the Transfer of anyVoting Stock has been registered under the Securities Act, such Voting Stock may not be offered orsold except pursuant to an exemption from, or in a transaction not subject to, the registrationrequirements of the Securities Act and applicable state securities laws.          (c) It shall be a condition to any Transfer not prohibited by this Article III that noapplicable law or judgment issued by any governmental entity which would prohibit such Transfershall be in effect, and all consents of, or declarations or filings with, or expirations of waitingperiods imposed by, any governmental entity necessary for the consummation of such Transfer shallhave been obtained or filed or shall have occurred, and the Company and each Stockholder agree toreasonably cooperate with the transferring Stockholder, at such transferring Stockholder’s expense,to provide such information and make such filings as shall be necessary to satisfy as promptly aspracticable the foregoing conditions in connection with a proposed
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Transfer; provided, however, that the Company shall not be required to makeany filings pursuant to the Securities Act or any applicable state securities laws.          Section 3.02. Permitted Transfers. (a) The following Transfers shall be permittedat any time and from time to time:     (i) any Transfer by a Stockholder of all (but not less than all) of its Voting Stock toa wholly-owned Subsidiary of such Stockholder’s Parent so long as such transferee continuesto remain so owned and executes a counterpart of this Agreement agreeing to be bound herebyto the same extent as the transferor (an “Adoption Agreement”); provided,however, that if at any time such transferee ceases to be a wholly-owned Subsidiaryof such Stockholder’s Parent, then all Voting Stock held by such transferee shall be deemedto be automatically Transferred to such Parent or to another wholly-owned Subsidiary of suchParent designated by such Parent, which wholly-owned Subsidiary shall execute and deliver anAdoption Agreement; and     (ii) any Transfer by a Stockholder with the prior written consent of each of MTVNStockholder and RN Stockholder.          (b) Notwithstanding anything to the contrary set forth herein, the restrictions on Transferset forth in Section 3.01(a) shall not prohibit (i) any merger, consolidation or binding shareexchange with a third party, (ii) sale or other disposition of all or substantially all of theequity securities or sale or other disposition of all or substantially all of the assets of RNParent or MTVN Parent, or (iii) any transaction involving all or substantially all of the assets ofthe MTVN Music Group (each, a “Sale Transaction”); provided that (x) in the case ofa Sale Transaction in which the Voting Stock of MTVN Stockholder is Transferred, the MTVNStockholder following such Sale Transaction shall be an entity belonging to the MTVN Music Group;and (y) in the case of a Sale Transaction in which the Voting Stock of RN Stockholder isTransferred, the RN Stockholder following such Sale Transaction shall be RN Parent.          Section 3.03. Compliance with Transfer Provisions. Any Transfer or deemed Transferor attempted Transfer or deemed Transfer of Voting Stock in violation of any provision of thisAgreement shall be void, and the Company shall not record such Transfer or deemed Transfer on itsbooks or treat any purported transferee of such Voting Stock as the owner of such Voting Stock forany purpose.          Section 3.04. Legend. (a) During the term of this Agreement, each certificateevidencing Voting Stock held of record or owned by the Stockholders shall bear the followinglegend:“THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND TRANSFERABLE ONLYUPON COMPLIANCE WITH THE PROVISIONS OF A STOCKHOLDER AGREEMENT, DATED AS OF MARCH31, 2010, AMONG RHAPSODY INTERNATIONAL INC., REALNETWORKS, INC., REALNETWORKSDIGITAL MUSIC OF CALIFORNIA, INC., VIACOM INTERNATIONAL INC. AND DMS HOLDCO
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INC. A COPY OF SUCH STOCKHOLDER AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OFRHAPSODY INTERNATIONAL INC.”          (b) Upon a Person ceasing to have rights and obligations under this Agreement pursuant to theterms hereof or upon termination of this Agreement, such Person may surrender to the Company anycertificates held of record by such Person and bearing the legend set forth in Section 3.04(a), andupon surrender of such certificates, the Company shall reissue such certificates without suchlegend.          Section 3.05. Right of First Offer. (a) Each of RN Stockholder and MTVN Stockholderand any Other Stockholder agrees that, until December 31, 2012, it will not Transfer its VotingStock to any Person (other than pursuant to Section 3.02) without first offering to Transfer suchVoting Stock to each of RN Stockholder or MTVN Stockholder, in each case so long as such RNStockholder or MTVN Stockholder owns at least twenty-five percent (25%) of the then outstandingshares of Voting Stock (“Right of First Offer”) (such Stockholder desiring to make anysuch Transfer, the “Initiating Stockholder,” the subject shares that the InitiatingStockholder seeks to Transfer, the “Offered Stock,” and such Stockholder with the Right ofFirst Offer, the “Non-initiating Stockholder”). The Initiating Stockholder shall givewritten notice (the “Initiator Notice”) to the Non-initiating Stockholder of its bona fideintention to sell the Offered Stock, setting forth (i) the number of shares of Offered Stock and(ii) the material terms and conditions (other than price) upon which the Initiating Stockholderproposes to Transfer the Offered Stock.          (b) Upon receipt of the Initiator Notice, the Non-initiating Stockholder shall have a periodof forty-five (45) days (“ROFO Notice Period”) to offer to purchase the Offered Stock bydelivering a written notice (“ROFO Notice”) stating that it offers to purchase the OfferedStock on the terms specified in the Initiator Notice and designating the price that it is offeringto pay, in cash, for the Offered Stock (“Offer Price”). A ROFO Notice shall be binding onthe Non-initiating Stockholder upon delivery and irrevocable without the consent of the InitiatingStockholder. In the event that the Initiating Stockholder is an Other Stockholder, RN Stockholderand MTVN Stockholder shall each be entitled to purchase their pro rata portion of the OfferedStock; provided that, if either MTVN Stockholder or RN Stockholder elects not to exerciseits Right of First Offer, the other may, at its option, offer to purchase all (but not less thanall) of the Offered Stock. For purposes of this Section 3.05, “pro rata portion” is the product of(i) a fraction, the numerator of which is the number of outstanding shares of Voting Stock which RNStockholder or MTVN Stockholder, as applicable, then owns and the denominator of which is thenumber of outstanding shares of Voting Stock which RN Stockholder and MTVN Stockholder then own, inthe aggregate, multiplied by (ii) the number of shares of Offered Stock set forth in the InitiatorNotice.          (c) Within ten (10) Business Days after receipt of the ROFO Notice, the Initiating Stockholdershall indicate to the Non-initiating Stockholder whether the Initiating Stockholder has acceptedthe Non-initiating Stockholder’s offer. An acceptance shall be indicated by sending irrevocablewritten notice of such acceptance to the Non-initiating Stockholder, and the Non-initiatingStockholder shall then be obligated to purchase, and the Initiating Stockholder shall then beobligated to sell, the Offered Stock on the terms and conditions set forth in the Initiator Noticeat the Offer Price.
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          (d) If the Initiating Stockholder does not accept any offer made by the Non-initiatingStockholder or if the Non-initiating Stockholder does not deliver a ROFO Notice in accordance withthis Section 3.05, the Initiating Stockholder may, during the ninety (90)-day period following theexpiration of the ROFO Notice Period and subject to the restrictions on Transfer contained in thisArticle III, enter into an agreement for the Transfer of all (but not less than all) Offered Stockwith any Person (i) for a price, in cash, that is greater than the Offer Price and (ii) otherwise,on terms not more favorable in any material respect to the purchaser than those specified in theInitiator Notice.          (e) If the Initiating Stockholder does not enter into an agreement for the Transfer of theOffered Stock within such ninety (90)-day period, the Right of First Offer provided hereunder shallbe deemed to be revived and such Offered Stock shall not be Transferred unless first reoffered tothe Non-initiating Stockholder in accordance with this Section 3.05. Notwithstanding theforegoing, the Initiating Stockholder shall not propose to Transfer the Offered Stock more thanonce in any twelve-month period.          (f) The closing of the purchase and sale of any Offered Stock to be acquired by the originaltransferee named in the ROFO Notice shall be held at the offices of the Company on such date andtime as the parties may agree but in all events within thirty (30) days following termination ofthe ROFO Notice Period (which thirty (30)-day period shall be extended solely to the extent neededto obtain any required governmental approvals). At the closing of such purchase and sale, theInitiating Stockholder shall deliver an assignment agreement transferring such Offered Stock, dulyexecuted, free and clear of any Liens, against delivery of the purchase price therefor. Each partyshall bear its own expenses in connection with a purchase and sale pursuant to this Section 3.05.          Section 3.06. Drag-Along Right. In the event that RN Stockholder (for so long assuch Stockholder owns at least twenty-five percent (25%) of the then outstanding shares of VotingStock) and MTVN Stockholder (for so long as such Stockholder owns at least twenty-five percent(25%) of the then outstanding shares of Voting Stock) (for purposes of this Section 3.06, each, an“Original Stockholder”) shall have jointly entered into an agreement with any Person (suchPerson, a “Drag-Along Purchaser”) regarding the Transfer of all of their Voting Stock, anOriginal Stockholder shall be entitled, at its option, to require each Stockholder holding lessthan ten percent (10%) of the then outstanding shares of Voting Stock (the “Drag-AlongParty”) to include all of its Voting Stock in such sale (the “Drag-Along Right”). TheDrag-Along Right shall be exercised by written notice (the “Drag-Along Notice”) to theDrag-Along Party, at least thirty (30) days prior to closing of the proposed Transfer, of theidentity of the Drag-Along Purchaser, the consideration offered for the transferring Stockholder’sVoting Stock (the “Drag-Along Price”), the terms of the Drag-Along Purchaser’s financing(if any and if known), the anticipated date of closing of the proposed Transfer and any othermaterial terms and conditions of the proposed Transfer (the “Drag-Along Terms”). TheDrag-Along Party shall be obligated to sell all of its Voting Stock to the Drag-Along Purchaser onthe Drag-Along Terms at a price equal to the product of (x) the ratio of the percentage ofownership of Voting Stock then outstanding of the Drag-Along Party over the percentage ofownership of Voting Stock then outstanding of the transferring Stockholder and (y) the Drag-AlongPrice; provided, however, that the holders of shares of Preferred Stock shall beentitled to be paid the amount determined pursuant to Section 3(c) of Article IV of the
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Charter to the extent applicable. At the closing of such Transfer (which anticipated date,place and time shall be designated in the Drag-Along Terms), the Drag-Along Party shall deliver anassignment agreement transferring all of its Voting Stock, duly executed, free and clear of anyLiens, against delivery of the purchase price therefor. Each party shall bear its own expenses inconnection with a Transfer pursuant to this Section 3.06.          Section 3.07. Preemptive Right. (a) The Company hereby grants to each of RNStockholder and MTVN Stockholder (for purposes of this Section 3.07, each a “ParticipationStockholder”), so long as it shall own at least ten percent (10%) of the then outstandingshares of Voting Stock, the right to purchase up to a pro rata portion of New Securities (asdefined in paragraph (b) below) which the Company, from time to time, proposes to sell or issuefollowing the date hereof. A Participation Stockholder’s pro rata portion, for purposes of thisSection 3.07, is equal to the product of (i) a fraction, the numerator of which is the number ofoutstanding shares of Voting Stock which such Participation Stockholder then owns and thedenominator of which is the total number of outstanding shares of Voting Stock then held by theParticipation Stockholders, in the aggregate, multiplied by (ii) the number of New Securities theCompany proposes to sell or issue.          (b) “New Securities” shall mean any common stock or other equity securities of theCompany whether now authorized or not, any rights, options or warrants to purchase common stock orother equity securities and any Indebtedness or preferred stock of the Company which is convertibleinto common stock or other equity securities (or which is convertible into a security which is, inturn, convertible into common stock or other equity securities); provided that the term“New Securities” does not include (i) Indebtedness of the Company which is not by its termsconvertible into common stock; (ii) common stock issued as a stock dividend to all holders ofVoting Stock and Class B Stock pro rata or upon any subdivision or combination of shares of commonstock; (iii) common stock, or other equity capital exchangeable for or convertible into shares ofcommon stock, issued to any employee or director and approved by the Board and any employee ordirector stock options approved by the Board; (iv) common stock issued for the acquisition ofanother corporation or other entity by the Company by stock purchase, merger, purchase ofsubstantially all assets or other reorganization approved by the Board; (v) the issuance of commonstock upon the exercise or conversion of any rights, options or warrants to purchase common stockoutstanding prior to the issuance of New Securities; and (vi) common stock issuable in a PublicOffering; and provided, further, that if any “New Securities” include common stockand other equity securities coupled as a package, “New Securities” shall mean the package ofsecurities and not each class of securities individually.          (c) In the event the Company proposes to issue New Securities, the Company shall give eachParticipation Stockholder written notice of such proposal, describing the type of New Securitiesand the price and the terms upon which the Company proposes to issue the same. For a period offifteen (15) Business Days following the delivery of such notice by the Company, the Company shallbe deemed to have irrevocably offered to sell to each Participation Stockholder its pro rata shareof such New Securities for the price and upon the terms specified in the notice. EachParticipation Stockholder may exercise its rights of participation hereunder by giving writtennotice to the Company and stating therein the quantity of New Securities to be purchased. EachParticipation Stockholder shall also be entitled to indicate a desire to purchase all or a portionof any New Securities remaining after such pro rata allocation. If, as a result of
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such oversubscription right, such oversubscriptions exceed the total number of New Securitiesavailable in respect of such oversubscription right, the oversubscribing Participation Stockholdersshall be cut back with respect to their oversubscriptions on a pro rata basis (based on the numberof outstanding shares of Voting Stock held by them at such time) or as they may otherwise agreeamong themselves.          (d) In the event that the Participation Stockholders fail to commit to purchase all of suchNew Securities within said fifteen (15)-Business Day period, the Company shall have ninety (90)days thereafter to sell the New Securities with respect to which the right of participation was notexercised, at a price and otherwise upon terms no more favorable to the purchasers thereof thanspecified in the Company’s notice given pursuant to Section 3.07(c).          (e) The closing for any such issuance shall take place as proposed by the Company with respectto the New Securities to be issued (but in no event sooner than fifteen (15) Business Days afternotice is given to each Participation Stockholder), at which closing the Company shall delivercertificates for the New Securities in the respective names of the purchasing Stockholders againstreceipt of payment therefor. Each party shall bear its own expenses in connection with any suchissuance pursuant to this Section 3.07.ARTICLE IVAdditional Covenants          Section 4.01. Actions Requiring Consent. For so long as RN Stockholder owns sharesof Voting Stock of the Company representing at least twenty-five percent (25%) of the thenoutstanding shares of Voting Stock, without the approval of RN Stockholder, and for so long asMTVN Stockholder owns shares of Voting Stock of the Company representing at least twenty-fivepercent (25%) of the then outstanding shares of Voting Stock, without the approval of the MTVNStockholder, no action shall be taken by the Company or any Subsidiary thereof, or any director,officer, agent or employee of the Company or its Subsidiaries, which would cause or permit any:          (a) amendment, modification, termination or waiver of any provision the Charter or By-laws,including any increase or decrease in the number of authorized shares of any class of the Company’sstock;          (b) issuance, sale, repurchase or retirement of any equity security or options or rights toacquire any equity security of the Company or any Subsidiary of the Company, including all termsand conditions in respect thereof; provided that this provision shall not apply withrespect to issuances pursuant to the Company’s equity compensation plan of up to 34,000,000 sharesof Class B Stock;          (c) incurrence or material modification of any Indebtedness of the Company or any Subsidiaryof the Company, in the aggregate, in excess of $10 million in any fiscal year;          (d) (i) merger, consolidation, share exchange or sale (in one or a related series oftransactions) of all or substantially all of the assets of the Company and any Subsidiary of theCompany or (ii) sale or acquisition (in one or a related series of transactions) by the Company or
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any Subsidiary of the Company of any businesses with a sale or acquisition price in excess of$10 million;          (e) dissolution, liquidation, bankruptcy or reorganization of the Company or any Subsidiaryof the Company;          (f) change in the terms, designations, powers, classification, preferences or other specialrights, or the qualifications, limitations or restrictions, of equity securities of the Company;          (g) entrance into any transaction with (i) any Director or officer of the Company, (ii) RNStockholder or any of its Affiliates, employees, directors or officers or (iii) MTVN Stockholder orany of its Affiliates, employees, directors or officers;          (h) a Public Offering of the Company or any Subsidiary thereof or any successor entitythereof; or          (i) entrance into any contract or taking of any action for the purpose of effecting any ofthe foregoing.          Section 4.02. Registration Rights. In the event of a proposed initial PublicOffering of the securities of the Company or any of its Subsidiaries or successors thereof, theparties agree to negotiate in good faith a customary registration rights agreement.          Section 4.03. Information Rights. From and after the date hereof, for so long asMTVN Stockholder or RN Stockholder holds at least seven and one half percent (7.5%) of the thenoutstanding shares of Voting Stock, such Stockholder shall be entitled to receive from the Companythe following information:          (a) as soon as available after the end of each fiscal year of the Company, and in any eventwithin fifty (50) days after the end of each fiscal year of the Company, an audited consolidatedbalance sheet of the Company and its Subsidiaries as at the end of such year and auditedconsolidated statements of income, retained earnings and cash flows of the Company and itsSubsidiaries for such year, certified by certified public accountants of established nationalreputation selected by the Company, which shall initially be KPMG LLP, and prepared in accordancewith GAAP;          (b) as soon as available after the end of each fiscal quarter of the Company (other than thefourth quarter), and in any event within thirty (30) days after the end of each fiscal quarter ofthe Company (other than the fourth quarter), an unaudited consolidated balance sheet of the Companyand its Subsidiaries as at the end of such quarter, and unaudited consolidated statements ofincome, retained earnings and cash flows of the Company and its Subsidiaries for such fiscalquarter and for the current fiscal year to the end of such fiscal quarter, prepared in accordancewith GAAP (subject to normal year-end audit adjustments and the absence of notes thereto); and          (c) as soon as available after the end of each calendar month and in any event (i) withinfive (5) Business Days thereafter, a preliminary unaudited consolidated balance sheet
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of the Company and its Subsidiaries as at the end of such month, and preliminary unauditedconsolidated statement of income of the Company and its Subsidiaries for such month, prepared inaccordance with GAAP (subject to normal year-end audit adjustments and the absence of notesthereto), (ii) within ten (10) Business Days thereafter, a final unaudited consolidated balancesheet of the Company and its Subsidiaries as at the end of such month, and final unauditedconsolidated statement of income of the Company and its Subsidiaries for such month, prepared inaccordance with GAAP (subject to normal year-end audit adjustments and the absence of notesthereto) and (iii) within twenty (20) days thereafter, a summary of the Company’s financialperformance not to exceed one page in length in a form to be mutually agreed upon by the Companyand the recipients promptly following execution of this Agreement.          Section 4.04. Annual Audit. For so long as either MTVN Parent or RN Parent arerequired to include the Company’s audited financial statements in its filings or other reportswith the U.S. Securities and Exchange Commission, each of MTVN Stockholder and RN Stockholder (the“Requesting Stockholder”) may, in the event that such Requesting Stockholder reasonablybelieves that the Company will not provide an audited consolidated balance sheet of the Companyand its Subsidiaries within fifty (50) days of the end of any fiscal year of the Company asrequired by Section 4.03(a), at its sole option, elect to engage on behalf of the Company anauditor to perform an audit on the Company’s financial statements for such fiscal year, a copy ofwhich shall be delivered to each of MTVN Stockholder and RN Stockholder. The RequestingStockholder shall pay for the fees and expenses of such audit; provided, that if both MTVNStockholder and RN Stockholder are required to include the Company’s audited financial statementsin its filings with the U.S. Securities and Exchange Commission, each shall pay for one-half ofthe total fees and expenses of the audit. The Company shall, and shall cause its officers,directors, employees and other agents to, cooperate with the auditor engaged by the RequestingStockholder in connection with the preparation of such audit, including by affording such auditoraccess at all reasonable times to the Company’s officers, employees, legal counsel, properties,offices, plants and other facilities and to all books and records of the Company.          Section 4.05. Access Rights. The Company shall, and shall cause its officers,directors, employees, auditors and other agents to, in the case of RN Stockholder, until such timeas RN Stockholder shall cease to each own at least seven and one half percent (7.5%) of the thenoutstanding shares of Voting Stock and, in the case of MTVN Stockholder, until such time as MTVNStockholder shall cease to each own at least seven and one half percent (7.5%) of the thenoutstanding shares of Voting Stock, (a) afford the officers, employees, auditors and other agentsof RN Stockholder and/or MTVN Stockholder, as applicable, during normal business hours and uponnotice, access at all reasonable times to the Company’s officers, employees, auditors, legalcounsel, properties, offices, plants and other facilities and to all books and records of theCompany, and (b) afford RN Stockholder and/or MTVN Stockholder, as applicable, the opportunity todiscuss the Company’s affairs, finances and accounts with the Company’s officers from time to timeas each such Stockholder may reasonably request.
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ARTICLE VTerm          Section 5.01. Term. This Agreement shall become effective on the date hereof andshall continue in effect until the earlier to occur of (a) an initial Public Offering of theCompany and (b) such time as, pursuant to Transfers of Voting Stock permitted herein, there arenot at least two Stockholders subject to the terms and conditions hereof; provided,however, that the rights and obligations of each Stockholder under this Agreement shallterminate as to such Stockholder upon the Transfer of all (but not less than all) Voting Stockowned by such Stockholder (so long as such Transfer is in accordance with the provisions of thisAgreement).ARTICLE VIGeneral Provisions          Section 6.01. Notices. All notices, requests and other communications to any partyhereunder shall be in writing (including a facsimile or similar writing) and shall be given tosuch party at the address or facsimile number set forth below or as such party shall hereafterspecify for the purpose by notice to the other parties. Each such notice, request or othercommunication shall be effective (i) if given by facsimile, at the time such facsimile istransmitted and the appropriate confirmation is received (or, if such time is not during aBusiness Day, at the beginning of the next such Business Day), (ii) if given by mail, five (5)Business Days (or (x) if by overnight courier, one (1) Business Day, or (y) if to an addressoutside the United States, seven (7) Business Days) after such communication is deposited in themails with first-class postage prepaid, addressed as aforesaid, or (iii) if given by any othermeans, when delivered at the address specified pursuant to this Section 6.01.          (i) if to the Company, to:Rhapsody International Inc.