Audit Committee Charter 10-23-02

RealNetworks, Inc. Charter of the Audit Committee of the Board of Directors Purpose The purpose of the Audit Committee of the Board of Directors of RealNetworks, Inc. (the “Company”) shall be: to provide oversight and monitoring of Company management and the independent auditors and their activities with respect to the Company’s accounting and financial reporting processes and audits of the financial statements of the Company; to assist the Board in oversight and monitoring of (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the independent auditor’s qualifications, independence and performance, and (iv) the Company’s internal accounting and financial controls; to prepare the report that the rules of the Securities and Exchange Commission (the “SEC”) require be included in the Company’s annual proxy statement; to provide the Company’s Board of Directors with the results of its monitoring and recommendations derived therefrom; to be responsible for the appointment and compensation of the independent auditors to audit the Company’s financial statements and oversee the activities and independence of the auditors; and to provide to the Board of Directors such additional information and materials as it may deem necessary to make the Board of Directors aware of significant financial matters that require the attention of the Board of Directors. The Audit Committee will ...