Exhibit 10.2
ROKU, INC.
AMENDMENT TO
AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT
This Amendment to that certainAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENT (the “Amendment”) dated as of November 9, 2015 (the“Rights Agreement”) is made as of March 6, 2017 by and amongROKU, 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.
RECITALS
WHEREAS, the Company and the Investors are parties to the Rights Agreement;
WHEREAS, in connection with an increase to the Company’s 2008 Equity Incentive Plan, the Company and the Investors desire to amend the Rights Agreement as provided below;
WHEREAS, the Rights Agreement may be amended with the written consent of the parties required by Section 5.5 thereof (collectively, the“Required Parties”); and
WHEREAS, the undersigned constitute the Required Parties.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and conditions set forth below, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Amendment hereby agree as follows:
AMENDMENT
1.Section 4.6(a) of the Rights Agreement shall be amended and restated in its entirety to read as follows:
“(a) up to an aggregate of one hundred ninety-nine million fifty-nine thousand five hundred eighty-six (199,059,586) shares(provided,however, that such number shall be increased to reflect any shares of Common Stock (i) not issued pursuant to the rights, agreements, option or warrants (“Unexercised Options”) as a result of the termination of such Unexercised Options or (ii) reacquired by the Company from employees, directors or consultants at cost (or the lesser of cost or fair market value) pursuant to agreements which permit the Company to repurchase such shares upon termination of services to the Company) of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to such options, warrants or other rights (as adjusted for stock splits and combinations) issued or to be issued after the date hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board.”
2.This Amendment shall be governed by and construed under the laws of the State of California in all respects as such laws are applied to agreements among California residents entered into and to be performed entirely within the State of California, without reference to the conflict of laws provisions thereof.
3.This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute on instrument. Facsimile signatures shall be as effective as original signatures.
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IN WITNESS WHEREOF, the parties hereto have executed thisAMENDMENTTO AMENDEDANDRESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.
| COMPANY: | ||
| ROKU, INC. | ||
| Signature: | /s/ Anthony Wood | |
| Name: | Anthony Wood | |
| Title: | President and Chief Executive Officer | |
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IN WITNESS WHEREOF, the parties hereto have executed thisAMENDMENTTO AMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.
INVESTORS: | ||||
| FIDELITY MAGELLAN FUND: | ||||
| FIDELITY MAGELLAN FUND | ||||
| By: | /s/ Jeffrey Christian | |||
| Name: | Jeffrey Christian | |||
| Title: | Authorized Signatory | |||
| FIDELITY SECURITIES FUND: | ||||
| FIDELITY OTC PORTFOLIO | ||||
| By: | /s/ Jeffrey Christian | |||
| Name: | Jeffrey Christian | |||
| Title: | Authorized Signatory | |||
| FIDELITY GROWTH COMPANY COMMINGLED POOL | ||||
| By: | /s/ Jeffrey Christian | |||
| Name: | Jeffrey Christian | |||
| Title: | Authorized Signatory | |||
| FIDELITY MT. VERNON STREET TRUST: | ||||
| FIDELITY GROWTH COMPANY FUND | ||||
| By: | /s/ Jeffrey Christian | |||
| Name: | Jeffrey Christian | |||
| Title: | Authorized Signatory | |||
[AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE]
IN WITNESS WHEREOF, the parties hereto have executed thisAMENDEDAND RESTATED INVESTORRIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.
| INVESTORS: | ||||
| FIDELITY MT. VERNON STREET TRUST: | ||||
| FIDELITY SERIES GROWTH COMPANY FUND | ||||
| By: | /s/ Jeffrey Christian | |||
| Name: | Jeffrey Christian | |||
| Title: | Authorized Signatory | |||
| FIDELITY PURITAN TRUST: | ||||
| FIDELITY PURITAN FUND | ||||
| By: | /s/ Jeffrey Christian | |||
| Name: | Jeffrey Christian | |||
| Title: | Authorized Signatory | |||
| FIDELITY OTC COMMINGLED POOL | ||||
| By: | /s/ Jeffrey Christian | |||
| Name: | Jeffrey Christian | |||
| Title: | Authorized Signatory | |||
[AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE]
IN WITNESS WHEREOF, the parties hereto have executed thisAMENDMENTTO AMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof.
| INVESTORS: | ||
| TWENTY-FIRST CENTURY FOX, INC. | ||
| Signature: | /s/ Jeffrey Palker | |
| Name: | Jeffrey Palker | |
| Title: | Executive Vice President | |
[AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE]
IN WITNESS WHEREOF, the parties hereto have executed thisAMENDMENTTO AMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.
| INVESTORS: |
| GLOBESPAN CAPITAL PARTNERS V, L.P. |
| By: Globespan Management Associates V, L.P., its General Partner |
| By: Globespan Management Associates V, |
| LLC, its General Partner |
| By: | /s/ Tracey M. Revellino | |
| Name: | Tracey M. Revellino | |
| Title: | Authorized Signatory | |
| GLOBESPAN CAPITAL PARTNERS |
| OPPORTUNITY FUND VI, L.P. |
| By: Globespan Opportunity Associates VI, L.P., its General Partner |
| By: Globespan Opportunity Associates VI, |
| LLC, its General Partner |
| By: | /s/ Tracey M. Revellino | |
| Name: | Tracey M. Revellino | |
| Title: | Authorized Signatory | |
[AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE]
IN WITNESS WHEREOF, the parties hereto have executed thisAMENDMENTTO AMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.
| INVESTORS: |
| MENLO VENTURES X, L.P. |
| MENLO ENTREPRENEURS FUND X, L.P. |
| MMEF X, L.P. |
| BY: MV MANAGEMENT X, L.L.C. |
| Their General Partner |
| By: | /s/ Shawn Carolan | |
| Managing Member | ||
[AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE]
IN WITNESS WHEREOF, the parties hereto have executed thisAMENDMENTTO AMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.
| INVESTORS: | ||
| SKY VENTURES LIMITED | ||
| Signature: | /s/ Ben Matthews | |
| Name: | Ben Matthews | |
| Title: | Authorised Attorney | |
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