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, 2019Agreement and Plan of Merger • 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.
