Material Agreement Form 8 K

Credit Agreement

On September 16, 2024, Roku, Inc. ("Roku") entered into a credit agreement (the "Credit Agreement"), by and among Roku, as borrower, Purple Tag Enterprises, LLC, Purple Tag Originals, LLC, This Old House Productions, LLC and This Old House Ventures, LLC, as guarantors, the lenders and issuing banks party thereto, and Citibank N.A., as administrative agent.

The Credit Agreement provides for a five-year revolving credit facility in an aggregate principal amount of up to $300 million, and includes an uncommitted increase option of up to an additional $300 million exercisable upon the satisfaction of certain customary conditions. The Credit Agreement provides for a $100 million sub-facility for the issuance of letters of credit and certain existing letters of credit will be deemed outstanding under this facility. The Credit Agreement will mature on September 16, 2029 (the "Termination Date"). Extensions of credit under the Credit Agreement may be used for general corporate purposes, including to finance working capital requirements.

The Credit Agreement contains financial covenants requiring the maintenance of a minimum interest coverage ratio and a maximum total net leverage ratio, as well as customary events of default, the occurrence of which could result in amounts borrowed under the Credit Agreement becoming due and payable and remaining commitments terminated prior to the Termination Date. The Credit Agreement also contains a number of customary affirmative and negative covenants that, among other things, impose restrictions, subject to certain exceptions, on indebtedness, liens, fundamental changes, investments, asset dispositions, restricted payments, dividends and distributions, prepayment of other indebtedness, transactions with affiliates, restrictive agreements, amendments of material documents, and the abandonment of intellectual property. The obligations under the Credit Agreement, along with certain swap and banking services obligations, are secured by substantially all the assets of Roku and its subsidiaries that are guarantors under the Credit Agreement, except for certain customary excluded assets.

Certain lenders under the Credit Agreement and their affiliates have, from time to time, provided investment banking, commercial banking, advisory and other services to Roku and/or its affiliates for which they have received customary fees and commissions and such lenders and their affiliates may provide these services from time to time in the future.

A copy of the Credit Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The description of the Credit Agreement in this report is a summary and is qualified in its entirety by the terms of the Credit Agreement attached hereto.