CREDIT AGREEMENT dated as of September 16, 2024 among ROKU, INC., as the Borrower, the other Loan Parties party hereto, the Lenders party hereto, and CITIBANK, N.A., as Administrative AgentCredit Agreement • September 17th, 2024 • Roku, Inc • Cable & other pay television services • New York
THIS CREDIT AGREEMENT, dated as of September 16, 2024 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among ROKU, INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto from time to time, the Lenders party hereto from time to time, the Issuing Banks party hereto from time to time and CITIBANK, N.A., as the Administrative Agent.
•] Shares ROKU, INC. CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • September 18th, 2017 • Roku, Inc • Cable & other pay television services • New York
ROKU, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFPreferred Stock Warrant Agreement • March 4th, 2022 • Roku, Inc • Cable & other pay television services • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between ROKU, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
ROKU, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • March 4th, 2022 • Roku, Inc • Cable & other pay television services • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between ROKU, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
ROKU, INC. AND , AS WARRANT AGENT FORM OF CLASS A COMMON STOCK WARRANT AGREEMENT DATED AS OFWarrant Agreement • March 4th, 2022 • Roku, Inc • Cable & other pay television services • New York
THIS CLASS A COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between ROKU, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 1st, 2017 • Roku, Inc • Cable & other pay television services • Delaware
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 18, 2014 (the “Effective Date”), but effective as of September 30, 2014, between SILICON VALLEY BANK, a California corporation (“Bank”), and ROKU, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank.
ContractWarrant Agreement • September 1st, 2017 • Roku, Inc • Cable & other pay television services • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
Up to 1,000,000 Shares of Class A Common Stock ($0.0001 par value) Equity Distribution AgreementEquity Distribution Agreement • November 19th, 2019 • Roku, Inc • Cable & other pay television services • New York
Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by Citigroup Global Markets Inc., as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement [and] [,] the Time of Delivery [and any Option Closing Date] [Include only if Citigroup Global Markets Inc. has an over-allotment option], except that each representation and warranty in Section 2 of the Equity Distribution Agreement which makes reference to the Prospectus (as therein defined) shall be deemed to be a representation and warranty as of the date of the Equity Distribution Agreement in relation to the Prospectus, and also a representation and warranty as of the
ROKU, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 17th, 2017 • Roku, Inc • Cable & other pay television services • California
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 9th day of November, 2015, by and among Roku, Inc., a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
INDEMNITY AGREEMENTIndemnity Agreement • September 18th, 2017 • Roku, Inc • Cable & other pay television services • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of _______________, 2017, between Roku, Inc., a Delaware corporation (the “Company”), and _____________(“Indemnitee”).
ROKU, INC. CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • March 2nd, 2021 • Roku, Inc • Cable & other pay television services • New York
ContractWarrant Agreement • September 1st, 2017 • Roku, Inc • Cable & other pay television services • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
SUBLEASE BETWEEN NETFLIX, INC. AND ROKU, INC. 170/180 KNOWLES DRIVE LOS GATOS, CALIFORNIA August 18, 2015Sublease • September 1st, 2017 • Roku, Inc • Cable & other pay television services • California
THIS SUBLEASE (“Sublease”) is entered into as of August 18, 2015, by and between NETFLIX, INC., a Delaware corporation (“Sublandlord”), and ROKU, INC., a Delaware corporation (“Subtenant”), with reference to the following facts:
CREDIT AGREEMENT dated as of February 19, 2019, among ROKU, INC., The Lenders and Issuing Banks Party Hereto, and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent MORGAN STANLEY SENIOR FUNDING, INC. and CITIBANK, N.A.,...Credit Agreement • March 1st, 2019 • Roku, Inc • Cable & other pay television services • New York
CREDIT AGREEMENT, dated as of February 19, 2019 (as amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), among Roku, Inc., a Delaware corporation (the “Borrower”), the Lenders (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article I) and Issuing Banks party hereto from time to time and Morgan Stanley Senior Funding, Inc., as Administrative Agent and Collateral Agent.
AGREEMENT AND PLAN OF MERGER BY AND AMONG ROKU, INC. DELAWARE ACQUISITION COMPANY, INC. DATAXU, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS STOCKHOLDER REPRESENTATIVE October 22, 2019Merger Agreement • November 14th, 2019 • Roku, Inc • Cable & other pay television services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of October 22, 2019 by and among Roku, Inc., a Delaware corporation (“Parent”), Delaware Acquisition Company, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Dataxu, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative, agent, and attorney-in-fact of the Indemnifying Parties (the “Stockholder Representative”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.
ContractWarrant Agreement • September 1st, 2017 • Roku, Inc • Cable & other pay television services • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ROKU, INC. OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Option Agreement • September 1st, 2017 • Roku, Inc • Cable & other pay television services
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Roku, Inc. (the “Company”) has granted you an option under its 2008 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
ContractWarrant Agreement • September 1st, 2017 • Roku, Inc • Cable & other pay television services • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 1st, 2017 • Roku, Inc • Cable & other pay television services
This Second Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 9lh day of June, 2017, by and between SILICON VALLEY BANK, a California corporation (“Bank”) and ROKU, INC., a Delaware corporation (“Borrower”).
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 1st, 2017 • Roku, Inc • Cable & other pay television services
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 14th day of May, 2015, by and between SILICON VALLEY BANK, a California corporation (“Bank”) and ROKU, INC., a Delaware corporation (“Borrower”).
SUBORDINATED LOAN AND SECURITY AGREEMENTSubordinated Loan and Security Agreement • September 1st, 2017 • Roku, Inc • Cable & other pay television services • Delaware
THIS SUBORDINATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 9, 2017 (the “Effective Date”), between SILICON VALLEY BANK, a California corporation (“Bank”), and ROKU, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
ContractWarrant Agreement • September 1st, 2017 • Roku, Inc • Cable & other pay television services • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
ContractWarrant Agreement • September 1st, 2017 • Roku, Inc • Cable & other pay television services • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
COLEMAN HIGHLINE FIRST AMENDMENT TO OFFICE LEASEOffice Lease • March 1st, 2019 • Roku, Inc • Cable & other pay television services
THIS FIRST AMENDMENT TO OFFICE LEASE (this “First Amendment”) is made and entered into as of November 12, 2018 (the “First Amendment Effective Date”), by and between CAP PHASE 1, LLC, a Delaware limited liability company (“Landlord”), and ROKU, INC., a Delaware corporation (“Tenant”).
COLEMAN HIGHLINE OFFICE LEASEOffice Lease • August 10th, 2018 • Roku, Inc • Cable & other pay television services • California
This Office Lease (the "Lease"), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between CAP OZ 34, LLC, a Delaware limited liability company ("Landlord"), and ROKU, INC., a Delaware corporation ("Tenant").
ASSIGNMENT AND ASSUMPTION OF LEASE, LANDLORD'S CONSENT AND FIRST AMENDMENT OF LEASEAssignment and Assumption of Lease • August 9th, 2019 • Roku, Inc • Cable & other pay television services • California
THIS ASSIGNMENT AND ASSUMPTION OF LEASE, LANDLORD'S CONSENT AND FIRST AMENDMENT OF LEASE ("Agreement") is made and entered into as of the 30th day of April, 2019 ("Effective Date"), by and among 8X8, INC., a Delaware corporation ("Assignor") Roku Inc., a Delaware corporation ("Assignee"), and CAP Phase I, LLC, a Delaware limited liability company ("Landlord").
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • March 1st, 2019 • Roku, Inc • Cable & other pay television services • California
THIS FIRST AMENDMENT TO OFFICE LEASE (this "First Amendment") is made and entered into as of November 18, 2018 (the "First Amendment Effective Date"), by and between CAP OZ 34, LLC, a Delaware limited liability company ("Landlord"), and ROKU, INC., a Delaware corporation ("Tenant").
INCREMENTAL ASSUMPTION AND AMENDMENT NO. 1Incremental Assumption and Amendment • August 9th, 2019 • Roku, Inc • Cable & other pay television services • New York
INCREMENTAL ASSUMPTION AND AMENDMENT NO. 1, dated as of May 3, 2019 (this “Incremental Amendment”), to the Existing Credit Agreement referred to below, among Roku, Inc., a Delaware corporation (together with its successors and assigns, the “Borrower”), Morgan Stanley Senior Funding, Inc., as Administrative Agent (as defined below) and Issuing Bank (as defined below), Citibank, N.A., as Issuing Bank and MUFG Union Bank, N.A., as an Incremental Term Lender, as an Incremental Revolving Lender and as an Issuing Bank (in such capacities, the “Incremental Lender”).
January 17, 2019Employment Agreement • March 2nd, 2020 • Roku, Inc • Cable & other pay television services
On behalf of Roku, Inc. (the “Company”), I am very pleased to offer you employment with the Company. The following Employment Terms Agreement (the “Agreement”) sets forth the terms and conditions of your employment relationship with the Company.
COLEMAN HIGHLINE SECOND AMENDMENT TO OFFICE LEASEOffice Lease • August 9th, 2019 • Roku, Inc • Cable & other pay television services • California
THIS SECOND AMENDMENT TO OFFICE LEASE (this "Second Amendment") is made and entered into as of April 30, 2019 (the "Second Amendment Effective Date"), by and between CAP PHASE 1, LLC, a Delaware limited liability company ("Landlord"), and ROKU, INC., a Delaware corporation ("Tenant").
COLEMAN HIGHLINE OFFICE LEASEOffice Lease • August 10th, 2018 • Roku, Inc • Cable & other pay television services • California
to AMENDED AND RESTATED Loan and security agreementLoan and Security Agreement • August 10th, 2018 • Roku, Inc • Cable & other pay television services
This Third Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 18th day of July, 2018, by and between Silicon Valley Bank, a California corporation (“Bank”) and ROKU, INC., a Delaware corporation (“Borrower”).
ROKU, INC. AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 1st, 2017 • Roku, Inc • Cable & other pay television services • California
This Amendment to that certain AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Amendment”) dated as of November 9, 2015 (the “Rights Agreement”) is made as of March 6, 2017 by and among ROKU, INC., a Delaware corporation (the “Company”) and the Investors set forth on Exhibit A of the Rights Agreement (the “Investors”). Capitalized terms used and not defined herein shall have the definitions ascribed to them in the Rights Agreement.
COLEMAN HIGHLINE SECOND AMENDMENT TO OFFICE LEASEOffice Lease • August 9th, 2019 • Roku, Inc • Cable & other pay television services • California
THIS SECOND AMENDMENT TO OFFICE LEASE (this "Second Amendment") is made and entered into as of April 30, 2019 (the "Second Amendment Effective Date"), by and between CAP OZ 34, LLC, a Delaware limited liability company ("Landlord"), and ROKU, INC., a Delaware corporation ("Tenant").
INDEPENDENT CONTRACTOR SERVICES AGREEMENTIndependent Contractor Services Agreement • September 18th, 2017 • Roku, Inc • Cable & other pay television services • California
THIS INDEPENDENT CONTRACTOR SERVICES AGREEMENT (“Agreement”) is entered into as of the 10th day of September, 2017 (“Effective Date”), by and between Roku, Inc. (“Company”), with its principal place of business at 150 Winchester Circle, Los Gatos, California 95032, and Neil Hunt (“Contractor”), an individual residing at , Los Altos CA 94024.
