Form 8-K
8-K — ROKU, INC
Accession: 0001193125-26-451874
Filed: 2026-11-06
Period: 2026-11-06
CIK: 0001428439
SIC: 4841 (CABLE & OTHER PAY TELEVISION SERVICES)
Item: Termination of a Material Definitive Agreement
Item: Completion of Acquisition or Disposition of Assets
Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item: Material Modifications to Rights of Security Holders
Item: Changes in Control of Registrant
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Financial Statements and Exhibits
Documents
8-K — d181620d8k.htm (Primary)
EX-3.1 (d181620dex31.htm)
EX-3.2 (d181620dex32.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: d181620d8k.htm · Sequence: 1
8-K
ROKU, INC false 0001428439 --12-31 0001428439 2026-11-06 2026-11-06
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
November 6, 2026
(Date of earliest event reported)
Roku, Inc.
(Roku, LLC, as successor by merger to Roku, Inc.)
(Exact name of registrant as specified in its charter)
Delaware
001-38211
26-2087865
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
1173 Coleman Ave, San Jose, California
(Address of principal executive offices)
95110
(Zip Code)
(408) 556-9040
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Class A Common Stock, $0.0001 par value
ROKU
The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
This Current Report on Form 8-K is being filed by Roku, Inc. (“Roku” or the “Company”) in connection with the completion on November 6, 2026 (the “Closing Date”), of the previously announced acquisition of Roku by Fox Corporation (“FOX”), pursuant to the Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”), dated as of June 14, 2026, by and among Roku, FOX, Falcon Merger Sub 1, Inc., a Delaware corporation and a direct, wholly owned subsidiary of FOX (“Merger Sub 1”), and Falcon Merger Sub 2, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of FOX (“Merger Sub 2”).
Pursuant to the Merger Agreement, on the Closing Date, (i) Merger Sub 1 was merged with and into Roku (the “First Merger”), with Roku being the surviving corporation in the First Merger (the “Surviving Corporation”) and becoming a wholly owned subsidiary of FOX, and (ii) immediately following the First Merger, and as the second step in a single integrated transaction with the First Merger, the Surviving Corporation was merged with and into Merger Sub 2 (the “Second Merger,” and together with the First Merger, the “Mergers”), with Merger Sub 2 continuing as the surviving entity in the Second Merger and as a wholly owned subsidiary of FOX (the “Surviving Company”) and being renamed “Roku, LLC”.
The summary of the transactions contemplated by the Merger Agreement in this Current Report on Form 8-K does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which was attached as Exhibit 2.1 to the Current Report on Form 8-K filed by Roku with the Securities and Exchange Commission (the “SEC”) on June 15, 2026, and is incorporated by reference as Exhibit 2.1 to this Current Report on Form 8-K.
Item 1.02
Termination of a Material Definitive Agreement.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the Mergers, on the Closing Date, Roku terminated the Credit Agreement, dated as of September 16, 2024, among Roku, Citibank, N.A., as administrative agent, and the lenders from time to time party thereto (as amended, restated, supplemented, or otherwise modified from time to time prior to the Closing Date, the “Existing Roku Credit Agreement”). In connection with the termination of the Existing Roku Credit Agreement, all obligations, fees and other amounts (other than obligations not then due and payable or that by their terms survive the termination thereof) outstanding thereunder were paid in full and discharged, all commitments to extend credit thereunder were terminated and all liens and guaranties granted in connection therewith were released. There were no borrowings outstanding under the Existing Roku Credit Agreement at the time of the termination.
Item 2.01
Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and Items 1.02, 3.01, 3.03, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Merger Consideration
Pursuant to the terms of the Merger Agreement, at the effective time of the First Merger (the “Effective Time”), each share of Class A common stock, par value $0.0001 per share, of the Company (the “Company Class A Common Stock” and each share of Class B common stock, par value $0.0001 per share, of the Company (the “Company Class B Common Stock”) and, together with the Company Class A Common Stock, the “Company Common Stock”) issued and outstanding as of immediately prior to the Effective Time (other than, (i) shares of Company Common Stock that were held immediately prior to the Effective Time (a) directly or indirectly, by any wholly-owned subsidiary of Roku, (b) by Roku (or in Roku’s treasury), or (c) directly or indirectly, by FOX, Merger Sub 1, Merger Sub 2 or any other wholly-owned subsidiary of FOX or (ii) shares of Company Common Stock held by holders who properly demanded appraisal of such shares in accordance with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) and otherwise complied with Section 262 of the DGCL (such shares, “Dissenting Shares”)) was converted into the right to receive (i) 0.9799 (the “Exchange Ratio”) of a share of Class A common stock, par value $0.01 per share, of FOX (the “FOX Class A Common Stock”), together with cash in lieu of fractional shares of FOX Class A Common Stock in accordance with the Merger Agreement, without interest, and (ii) $95.30 in cash, without interest (the “Per Share Cash Amount”), after giving effect to the adjustment to the Exchange Ratio and Per Share Cash Amount in the Merger Agreement to account for Dissenting Shares (the foregoing clauses (i) and (ii), collectively, the “Merger Consideration”), subject to applicable withholding taxes. No fractional shares of FOX Class A Common Stock are being issued in the Mergers and Roku stockholders are entitled to receive cash in lieu of any fractional shares, as specified in the Merger Agreement.
Treatment of Equity Awards
Immediately prior to the Effective Time, by virtue of the First Merger, each unvested restricted stock unit of the Company outstanding immediately prior to the Effective Time (each, an “Unvested Company RSU”) was cancelled and converted into the right to receive (1) a Converted RSU Cash Award and (2) a Converted RSU Equity Award as set forth below:
•
Each Converted RSU Cash Award provides the holder with the right to receive a payment in respect of each share of Company Common Stock that was subject to the applicable Unvested Company RSU immediately prior to the Effective Time equal to the Per Share Cash Amount (a “Converted RSU Cash Award”). Each Converted RSU Cash Award will be subject to the same vesting schedule that was applicable to such Unvested Company RSU immediately prior to the Effective Time (and any contractual acceleration rights that would have otherwise applied to such Unvested Company RSU will apply to the Converted RSU Cash Award). Payment of each Converted RSU Cash Award may be made in the form of cash or FOX Class A Common Stock, or a combination thereof, as determined by FOX in its sole discretion, with the value of the FOX Class A Common Stock determined based on the closing trading price of FOX Class A Common Stock on the last trading day immediately prior to the applicable payment date.
•
Each Converted RSU Equity Award is an award of FOX restricted stock units that provides the holder with the right to receive a number of shares of FOX Class A Common Stock equal to the product of (rounded to the nearest whole number of shares): (i) the number of shares of Company Common Stock subject to such Unvested Company RSU immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio (a “Converted RSU Equity Award”). Each Converted RSU Equity Award is subject to the terms and conditions of the Fox Corporation 2019 Shareholder Alignment Plan, as amended (the “FOX Stock Plan”), provided that the applicable vesting schedule and any contractual acceleration rights that would have otherwise applied to such Unvested Company RSU apply to such Converted RSU Equity Award.
As of immediately prior to the Effective Time, there were no vested unsettled restricted stock units of the Company outstanding.
Immediately prior to the Effective Time, by virtue of the First Merger, each option to purchase Company Common Stock (“Company Option”) that was an In-the-Money Company Option (as defined in the Merger Agreement) and that was vested, outstanding and unexercised immediately prior to the Effective Time (each, a “Vested In-the-Money Company Option”) was cancelled and automatically converted into the right to receive, without interest and subject to deduction for any required withholding, for each share of Company Common Stock subject to such Vested In-the-Money Company Option immediately prior to the Effective Time, the Merger Consideration reduced by the applicable per share exercise price for such Vested In-the-Money Company Option, which will be paid in the same proportion of FOX Class A Common Stock and cash as the Merger Consideration, together with cash in lieu of any fractional shares.
Immediately prior to the Effective Time, by virtue of the First Merger, each Company Option that was an Out-of-the-Money Company Option (as defined in the Merger Agreement) and that was outstanding and unexercised immediately prior to the Effective Time was cancelled for no consideration.
Immediately prior to the Effective Time, by virtue of the First Merger, each Company Option that was unvested and outstanding immediately prior to the Effective Time (each, an “Unvested Company Option”) was cancelled and converted into the right to receive (1) a Converted Option Cash Award and (2) a Converted Option Equity Award as set forth below:
•
Each Converted Option Cash Award provides the holder with the right to receive a payment in respect of each share of Company Common Stock subject to such Unvested Company Option immediately prior to the Effective Time equal to (i) the Per Share Cash Amount minus (ii) the product of (x) the applicable exercise price per share of such Unvested Company Option and (y) 60% (a “Converted Option Cash Award”). Each Converted Option Cash Award will be subject to the same vesting schedule that was applicable to such Unvested Company Option immediately prior to the Effective Time (and any contractual acceleration rights that would otherwise have applied to such Unvested Company Option will continue to apply to the Converted Option Cash Award following the Effective Time). Payment of the Converted Option Cash Award may be made in the form of cash or FOX Class A Common Stock, or a combination thereof, as determined by FOX in its sole discretion, with the value of the FOX Class A Common Stock determined based on the closing trading price of FOX Class A Common Stock on the last trading day immediately prior to the applicable payment date.
•
Each Converted Option Equity Award is a stock option award that provides the holder with the right to purchase a number of shares of FOX Class A Common Stock under the FOX Stock Plan equal to the product of (rounded down to the nearest whole number of shares): (i) the number of shares of Company Common Stock subject to such Unvested Company Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, with an exercise price per share (rounded up to the nearest whole cent) equal to: (x) the exercise price per share applicable to such Unvested Company Option immediately prior to the Effective Time divided by (y) the Exchange Ratio, multiplied by (z) 40% (a “Converted Option Equity Award”). Each Converted Option Equity Award is subject to the terms and conditions of the FOX Stock Plan, provided that the applicable vesting schedule and any contractual acceleration rights that would otherwise have applied to the applicable Unvested Company Option immediately prior to the Effective Time apply to such Converted Option Equity Award.
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the Mergers, on November 6, 2026, Roku notified the NASDAQ Global Select Market (“Nasdaq”) that the Mergers were consummated and requested that Nasdaq halt trading of the Company Class A Common Stock. Trading of the Company Class A Common Stock on Nasdaq will be halted prior to the opening of trading on November 9, 2026.
In addition, on November 6, 2026, Roku requested that Nasdaq file with the SEC a notification of removal from listing and/or registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to report that the Company Class A Common Stock is no longer listed on Nasdaq and apply to terminate the registration of the Company Class A Common Stock under Section 12(b) of the Exchange Act. Nasdaq is expected to file the Form 25 on November 6, 2026. As a result of the Form 25 filing, the Company Class A Common Stock, which previously traded under the symbol “ROKU”, will no longer be listed on Nasdaq.
Roku intends to file a certification on Form 15 with the SEC regarding the deregistration of the Company Class A Common Stock under Section 12(g) of the Exchange Act and the suspension of Roku’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Item 3.03
Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Items 1.02, 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, each holder of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of Roku other than the right to receive the Merger Consideration pursuant to the Merger Agreement (or, in the case of holders of Dissenting Shares, the rights provided under Section 262 of the DGCL).
Item 5.01
Changes in Control of Registrant.
The information set forth in the Introductory Note and Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the First Merger, at the Effective Time on November 6, 2026, a change in control of Roku occurred, and Roku became a wholly owned subsidiary of FOX.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note and Items 2.01, and 5.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the Mergers and as contemplated by the Merger Agreement, each of Anthony Wood, Jeffrey Blackburn, Mai Fyfield, Jeffrey Hastings, Laurie Simon Hodrick, Neil Hunt, Gina Luna and Ray Rothrock resigned from the board of directors of Roku
and all committees thereof, effective as of the Effective Time. Such resignations were not the result of any disagreement with Roku on any matter relating to Roku’s operations, policies or practices. In accordance with the Merger Agreement, at the effective time of the Second Merger, each of the members of the board of managers of Merger Sub 2 as of immediately prior to the closing of the Mergers became the managers of the Surviving Company.
As of the Effective Time, each of the executive officers of the Company as of immediately prior to the Effective Time ceased to be officers of the Company. In accordance with the Merger Agreement, the officers of Merger Sub 2 as of immediately prior to the Effective Time continued as the officers of the Surviving Company.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, pursuant to the Merger Agreement, the certificate of incorporation and bylaws of Roku, each as in effect immediately prior to the Effective Time, were amended and restated in their entirety to read as the certificate of incorporation and bylaws of Merger Sub 1, each as in effect immediately prior to the Effective Time.
Pursuant to the Merger Agreement, following the consummation of the Second Merger, Roku ceased to exist and the Surviving Company continued as the surviving entity. Pursuant to the Merger Agreement, the certificate of formation and limited liability company agreement of Merger Sub 2, each as in effect immediately prior to the Second Effective Time, became the certificate of formation and limited liability company agreement of the Surviving Company, subject to certain changes as set forth in the Merger Agreement and except that the name of the Surviving Company became “Roku, LLC.” The certificate of formation, as amended, and the amended and restated limited liability company agreement of the Surviving Company are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
2.1*
Agreement and Plan of Merger, dated as of June 14, 2026, by and among Fox Corporation, Roku, Inc., Falcon Merger Sub 1, Inc. and Falcon Merger Sub 2, LLC (incorporated herein by reference to Exhibit 2.1 to Roku’s Current Report on Form 8-K filed with the SEC on June 15, 2026).
3.1
Certificate of Formation of Roku, LLC (formerly known as Falcon Merger Sub 2, LLC).
3.2
Amended and Restated Limited Liability Company Agreement of Roku, LLC.
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
*
Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby undertakes to furnish supplementally a copy of any omitted schedule upon request by the SEC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Roku, LLC
(as successor by merger to Roku, Inc.)
By:
/s/ Nicholas Trutanich
Nicholas Trutanich
Executive Vice President and Assistant Secretary
Date: November 6, 2026
EX-3.1
EX-3.1
Filename: d181620dex31.htm · Sequence: 2
EX-3.1
Exhibit 3.1
CERTIFICATE OF FORMATION
OF
FALCON MERGER SUB 2,
LLC
The undersigned, an authorized natural person, being duly authorized to execute and file this Certificate of Formation for the
purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. Section 18-201, et seq., does hereby certify as follows:
FIRST: The name of the limited liability company is Falcon Merger Sub 2, LLC (the “Company”).
SECOND: The address of the registered office of the Company in the State of Delaware is located at 3500 South DuPont Highway, Dover,
DE 19901. The name of its registered agent at such address is Incorporating Services, Ltd.
IN WITNESS WHEREOF, the undersigned
has executed this Certificate of Formation as of June 11, 2026.
/s/ Laura Cleveland
Laura Cleveland
Sole Incorporator
CERTIFICATE OF MERGER
OF
ROKU, INC.
WITH AND INTO
FALCON
MERGER SUB 2, LLC
November 6, 2026
In accordance with the provisions of Section 264(c) of the Delaware General Corporation Law (the “DGCL”) and Section 18-209 of the Delaware Limited Liability Company Act (the “LLC Act”), the undersigned hereby certifies the following facts relating to the merger (the “Merger”) of
Roku, Inc., a Delaware corporation (the “Company”), with and into Falcon Merger Sub 2, LLC, a Delaware limited liability company (“Merger Sub”).
FIRST: The name and state of formation of each of the constituent entities to the Merger (the “Constituent Entities”) are
as follows:
Name
State of Formation
Roku, Inc.
Delaware
Falcon Merger Sub 2, LLC
Delaware
SECOND: An Agreement and Plan of Merger, dated as of June 14, 2026, by and among the Company, Fox
Corporation, a Delaware corporation, Falcon Merger Sub 1, Inc., a Delaware corporation, and Merger Sub (the “Merger Agreement”) has been approved, adopted, executed and acknowledged by each of the Constituent Entities in
accordance with the provisions of Section 264(c) of the DGCL and Section 18-209 of the LLC Act.
THIRD: Falcon Merger Sub 2, LLC will continue as the surviving entity in the Merger (the “Surviving Entity”). The name of
Falcon Merger Sub 2, LLC as of the effective time of the Merger shall be changed to “Roku, LLC.”
FOURTH: The Merger shall
become effective upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware.
FIFTH: Upon the
filing of this Certificate of Merger, the Certificate of Formation of the Surviving Entity as in effect immediately prior to the Merger shall be the Certificate of Formation of the Surviving Entity, except that the name of the Surviving Entity shall
be changed to “Roku, LLC”.
SIXTH: An executed copy of the Merger Agreement is on file at the offices of the Surviving Entity
at the following address: 1173 Coleman Avenue, San Jose, California 95110.
SEVENTH: A copy of the Merger Agreement will be furnished by the Surviving Entity, on
request and without cost, to any member of Merger Sub or stockholder of the Company.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned surviving entity has caused this Certificate of Merger
to be executed by an authorized officer as of the date first set forth above.
FALCON MERGER SUB 2, LLC
By:
/s/ Steven Tomsic
Name:
Steven Tomsic
Title:
President
EX-3.2
EX-3.2
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EX-3.2
Exhibit 3.2
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
ROKU, LLC
This Amended and Restated Limited Liability Company Agreement (together with the schedules attached hereto, this
“Agreement”) of Roku, LLC (formerly known as Falcon Merger Sub 2, LLC), a Delaware limited liability company (the “Company”), dated as of November 6, 2026, is entered into by Fox Corporation, a Delaware
corporation, as the sole member (the “Member”). Capitalized terms used herein and not otherwise defined have the meanings set forth on Schedule A hereto.
WHEREAS, on June 11, 2026, [***], as an authorized person appointed by the Member, formed the Company as a limited liability
company pursuant to Section 18-201 of the Delaware Limited Liability Company Act (6 Del. C. § 18-201 et seq.), as amended from time to
time (the “Act”), by causing the filing with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) of a Certificate of Formation (the “Original Certificate”);
WHEREAS, the Member previously entered into the Limited Liability Company Agreement of the Company, dated as of June 11, 2026
(the “Original Agreement”);
WHEREAS, on November 6, 2026, in connection with the consummation of the
transactions (the “Closing”) contemplated by that certain Agreement and Plan of Merger, dated as of June 14, 2026 (the “Merger Agreement”), by and among Fox Corporation, Roku, Inc., a Delaware corporation
(“Roku”), Falcon Merger Sub 1, Inc., a Delaware corporation, and the Company, among other things, Roku was merged with and into the Company, pursuant to the filing of a Certificate of Merger with the Secretary of State of the
State of Delaware (the “Certificate of Merger”), with the Company continuing as the surviving entity in the merger;
WHEREAS, pursuant to the filing of the Certificate of Merger, the Original Certificate was amended to change the name of the Company
from Falcon Merger 2, LLC to Roku, LLC (the Original Certificate as so amended, and as it may be further amended from time to time, the “Certificate”); and
WHEREAS, the Member desires to amend and restate the Original Agreement in its entirety as set forth herein.
NOW, THEREFORE, the Member, by execution of this Agreement, hereby amends and restates the Original Agreement in its entirety to read
as follows:
1. Name. The name of the Company is Roku, LLC and all Company business shall be conducted under such name, as well as
any other name or names as the Company may from time to time determine.
2. Purpose. The purpose of the Company is to engage in any
lawful act or activity for which limited liability companies may be formed under Delaware law and to engage in any and all activities necessary, convenient, desirable or incidental to the foregoing.
3. Principal Place of Business. The principal place of business of the Company shall be at 1211 Avenue of the Americas; New York, NY
10036. At any time, the Member may change the location of the Company’s principal place of business.
4. Registered Agent and
Office. The name and address of the registered agent and office of the Company for service of process in the State of Delaware shall be Incorporating Services, Ltd., 3500 South DuPont Highway, Dover, DE 19901. At any time, the Board may
designate a different registered agent and/or registered office.
5. Capitalization; Member. The capital structure of the Company shall consist of one
class of limited liability company interests. The name, mailing address and Percentage Interest of the Member is set forth on Schedule B attached hereto. The Member may approve a matter or take any action at a meeting or without a meeting by
the written consent of the Member. Meetings of the Member may be called at any time by the Member.
6. Certificates. The Company
was formed as a limited liability company under the provisions of the Act by the filing of the Original Certificate with the Delaware Secretary of State, on June 11, 2026. The Member and any officer, acting alone, is hereby designated as an
“authorized person” within the meaning of the Act to execute, deliver and file any amendments and/or restatements of the Certificate from time to time and any other certificates (and any amendments and/or restatements thereof) permitted
or required to be filed with the Delaware Secretary of State. The Member or an officer shall execute, deliver and file, or cause the execution, delivery and filing of any certificates (and any amendments and/or restatements thereof) necessary for
the Company to qualify to do business in any other jurisdiction in which the Company may wish to conduct business.
7. Powers. In
furtherance of its purpose, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:
a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal
property which may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;
b. act as a trustee,
executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;
c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other
fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;
d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or
personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;
e. borrow money
and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company;
f. invest or loan any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;
g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith,
execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;
h. enter into,
perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the
Company;
i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and
consultants and pay reasonable compensation for such services;
j. enter into partnerships, limited liability companies, trusts,
associations, corporations or other ventures with, or own any equity interest in, other persons or entities in furtherance of the purposes of the Company; and
k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the
conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.
8. Management of the Company.
a. Subject to such matters which are expressly reserved hereunder or under the Act to the Member for decision, the business and affairs of the
Company shall be managed by a board of managers (the “Board”), which shall be responsible for policy setting, approving the overall direction of the Company and making all decisions affecting the business and affairs of the
Company. The Board shall consist of one (1) to three (3) individuals (the “Managers”), the exact number of Managers to be determined from time to time by resolution of the Member.
b. Each Manager shall be elected by the Member and shall serve until his or her successor has been duly elected and qualified, or until his or
her earlier removal, resignation, death or disability. The Member may remove any Manager from the Board or from any other capacity with the Company at any time, with or without cause. A Manager may resign at any time upon written notice to the
Member.
c. Any vacancy occurring on the Board as a result of the resignation, removal, death or disability of a Manager or an increase in
the size of the Board shall be filled by the Member. A Manager chosen to fill a vacancy resulting from the resignation, removal, death or disability of a Manager shall serve the unexpired term of his or her predecessor in office.
d. Meetings of the Board may be called by any Manager upon twenty-four hours prior written notice to each Manager. The presence of a majority
of the Managers then in office shall constitute a quorum at any meeting of the Board. All actions of the Board shall require the affirmative vote of a majority of the Managers then in office.
e. Meetings of the Board may be conducted in person or by video or telephone conference. Any action required or permitted to be taken at any
meeting of the Board may be taken without a meeting if such number of Managers sufficient to approve such action pursuant to the terms of this Agreement consent thereto in writing. Notice of any meeting may be waived by any Manager.
f. The Board may appoint a President, Vice President, Secretary, Treasurer and/or such other officers as it deems necessary or appropriate,
with such authority and upon such terms and conditions as the Board deems appropriate and such authority as may be incident to the applicable officer title, including the power, acting individually or jointly, to represent and bind the Company in
all matters, in accordance with the scope of their respective duties. Any such officer shall serve at the pleasure of the Board and may be removed, with or without cause, by the Board.
9. Capital Contributions. The Member is not required to make any capital contributions to the Company.
10. Allocation of Profits and Losses. The Company’s profits and losses, and all items allocable for tax purposes, shall be
allocated to the Member.
11. Distributions. Distributions shall be made to the Member at the times and in the
aggregate amounts determined by the Board. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to any Member on account of its interest in the Company if such
distribution would violate the Act or any other applicable law or the basic documents.
12. Books and Records. The Company shall
keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business. The books of the Company shall at all times be maintained by the Company. The Member and its duly authorized representatives
shall have the right to examine the Company books, records and documents during normal business hours. The Company shall not have the right to keep confidential from the Member any information that would otherwise be permitted to be kept
confidential from the Member pursuant to the Act. The Company’s books of account shall be kept using the method of accounting determined by the Board. To the extent the Board elects to engage an independent auditor for the Company, the
Company’s independent auditor shall be an independent public accounting firm selected by the Board.
13. Exculpation and
Indemnification.
a. With respect to acts or omissions occurring following the Effective Time (as defined in the Merger Agreement) or,
with respect to Falcon Merger Sub 2, LLC, occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time:
i. Limitation of Liability. No member, Manager, officer, employee or agent of the Company, and no employee,
representative, agent or Affiliate of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other Person who has an interest in or claim against the Company for any loss, damage or claim incurred
by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement,
except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s willful misconduct.
ii. Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to
indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to
be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such
Covered Person’s willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 13(a) shall be provided out of and to the extent of Company assets
only, and no Member shall have personal liability on account thereof.
iii. To the fullest extent permitted by applicable
law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or
proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this
Section 13(a).
iv. A Covered Person shall be fully protected in relying in good faith upon
the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence
and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of
assets from which distributions to the Member might properly be paid.
v. To the extent that, at law or in equity, a
Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for
its good faith reliance on the provisions of this Agreement or any approval or authorization granted by the Company or any other Covered Person. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a
Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.
b. With respect to acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (as defined in the Merger
Agreement) involving Roku or any of its predecessors, whether asserted or claimed prior to, at or after the Effective Time:
i. Exculpation. The liability of the directors of Roku for monetary damages shall be eliminated to the fullest extent
permitted under Delaware law applicable to corporations. If applicable law is amended to authorize action further eliminating or limiting the personal liability of directors of corporations under Delaware law, then the liability of a director to the
Company shall be eliminated or limited to the fullest extent permitted by applicable law as so amended.
ii.
Indemnification of Directors and Executive Officers. The Company shall indemnify each of the directors and executive officers (for the purposes of this Section 13(b), “executive officers” shall have the meaning defined in
Rule 3b-7 promulgated under the Securities and Exchange Act of 1934, as amended) to the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”) or any other applicable law;
provided, however, that the Company shall not be required to indemnify any such director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly
required to be made by law, (ii) the proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the Act or any other applicable
law or (iv) such indemnification is required to be made under Section 13(b)(v).
iii.
Indemnification of Employees and Other Agents. The Company shall have the power to indemnify (including the power to advance expenses in a manner consistent with Section 13(b)(iv)) the other officers, employees and agents of Roku and its
predecessors at or prior to the Effective Time as set forth in the Act or any other applicable law, except that no such individual shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such individual by reason of
his or her willful misconduct with respect to such acts or omissions; provided that any indemnity under this Section 13(b)(iii) shall be provided out of and to the extent of Company assets only, and no Member shall
have personal liability on account thereof.
iv. Expenses. The Company shall advance to any Person who was or is a
party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or executive officer of
Roku, or is or was serving at the request of Roku as a director or executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request
therefor, all expenses incurred by such person in connection with such proceeding; provided, however, that any advancement of expenses incurred by a director or executive officer in his or her capacity as a director or executive officer shall
be made only upon delivery to the Company of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 13(b)(iv) or otherwise.
Notwithstanding the foregoing, unless otherwise determined pursuant to Section 13(b)(vi), no advance shall be made by
the Company to any current or former executive officer of Roku (except by reason of the fact that such officer is or was a director of Roku in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, if a determination is reasonably and promptly made (i) by a majority vote of Managers who were not parties to the proceeding, even if not a quorum, or (ii) by the Member, that the facts known to the
decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of Roku.
v. Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances
to directors and executive officers under this Section 13(b)(v) shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the Company and the director or executive officer. Any
right to indemnification or advances granted by this Section 13(b)(v) to a director or executive officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for
indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. To the extent permitted by law, the claimant in such enforcement action, if successful in
whole or in part, shall be entitled to be paid also the expense of prosecuting the claim. In connection with any claim for indemnification, the Company shall be entitled to raise as a defense to any such action that the claimant has not met the
standards of conduct that make it permissible under the Act or any other applicable law or this Section 13(b) for the Company to indemnify the claimant for the amount claimed. In connection with any claim by a former executive officer of Roku
(except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such officer was a director of Roku) for advances, the Company shall be entitled to raise a defense as to any such action
clear and convincing evidence that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of Roku, or with respect to any criminal action or proceeding that such person acted
without reasonable cause to believe that his or her conduct was lawful. Neither the failure of the Company (including the Board or the board of directors of Roku, independent legal counsel or the Member) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL or any other applicable law, nor an actual determination by the
Company (including the Board or the board of directors of Roku, independent legal counsel or the Member) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has
not met the applicable standard of conduct. In any suit brought by a director or executive officer to enforce a right to indemnification or to an advancement of expenses under this Section 13(b), the burden of proving that the director or
executive officer is not entitled to be indemnified, or to such advancement of expenses, under this Section 13(b)(v) shall be on the Company.
vi. Non-Exclusivity of
Rights. The rights conferred on any person by this Section 13(b) shall not be exclusive of any other right which such person may have or hereafter acquire under any applicable statute, provision of the Certificate, agreement, vote of the
Member or the Managers or otherwise with respect to acts or omissions prior to the Effective Time, both as to action in his or her official capacity and as to action in another capacity while holding office at or prior to the Effective Time.
vii. Survival of Rights. The rights conferred on any person by this Section 13(b) shall continue as to a person who
has ceased to be a director, executive officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
viii. Amendments. Any repeal or modification of this Section 13(b) shall only be prospective and shall not affect
the rights conferred by this Section 13(b) with respect to any action or omission to act that is the cause of any proceeding against any agent of the Company.
ix. Saving Clause. If this Section 13(b) or any portion hereof shall be invalidated on any ground by any court of
competent jurisdiction, then the Company shall nevertheless indemnify each director and executive officer of Roku prior to the Effective Time (with respect to acts or omissions at or prior to the Effective Time) to the full extent not prohibited by
any applicable portion of this Section 13(b) that shall not have been invalidated, or by any other applicable law. If this Section 13(b) shall be invalid due to the application of the indemnification provisions of another jurisdiction,
then the Company shall indemnify each director and executive officer prior to the Effective Time (with respect to acts or omissions occurring at or prior to the Effective Time) to the full extent under any other applicable law.
x. Certain Definitions. For the purposes of this Section 13(b), the following definitions
shall apply:
(1) The term “proceeding” shall be broadly construed and shall include, without limitation, the
investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.
(2) The term “expenses” shall be broadly construed and shall include, without limitation, court costs, attorneys’
fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.
(3) The term the “corporation” shall include, in addition to the resulting limited liability company or other business
entity, any constituent company (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, managers and
employees or agents, so that any person who is or was a director, officer, manager, employee or agent of such constituent company, or is or was serving at the request of such constituent company as a director, officer, manager, employee or agent of
another limited liability company, corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 13(b) with respect to the resulting or surviving company as he would
have with respect to such constituent corporation if its separate existence had continued.
(4) References to a “director,” “officer,”
“employee,” or “agent” of Roku shall include, without limitation, and except where such situation is specifically addressed, situations where such person was serving at the request of Roku as, respectively, a
director or manager, officer, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.
(5)
References to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to
“serving at the request of Roku” shall include any service as a director, officer, employee or agent of a company which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an
employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have
acted in a manner “not opposed to the best interests of Roku” as referred to in this Section 13(b).
c. The
foregoing provisions of Section 13(a) and this Section 13(b) shall survive any termination of this Agreement.
14. Assignments. The Member may assign or transfer in whole or in part its limited liability company interest in the Company in
accordance with the Act. In the event that the Member assigns or transfers in whole its limited liability company interest in the Company, the assignee or transferee shall be admitted to the Company as the sole member of the Company upon its
execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a signature page to this Agreement. In connection with the assignment of the entire limited liability company
interest in the Company, such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.
15. Resignation. A Member may resign from the Company with the written consent of the Member subject to the admission of a new member
in accordance with this Section 15. If a Member is permitted to resign pursuant to this Section 15, an additional member of the Company shall be admitted to the Company, subject to
Section 16, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission
shall be deemed effective immediately prior to the resignation, and, immediately following such admission, the resigning Member shall cease to be a member of the Company.
16. Admission of Additional Members. One or more additional members may be admitted to the Company with the consent of the Member upon
such terms and conditions as the Member, in its discretion, shall approve. In the event of the admission of any new member or members, the Member and such additional member or members shall execute an appropriate amendment to this Agreement
reflecting such terms and conditions and such other matters which the Member deems appropriate or upon which the Member and such additional member or members shall agree.
17. Limited Liability. Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company,
whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a
Member of the Company.
18. Dissolution.
a. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of
the Member, (ii) the retirement, resignation or dissolution of the last remaining Member or the occurrence of any other event which terminates the continued membership of the last remaining Member in the Company unless the business of the
Company is continued in a manner permitted by the Act or (iii) the entry of a decree of judicial dissolution under the Act.
b. The bankruptcy (as defined in the Act) of the Member shall not cause the Member to cease
to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of
the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in the Act.
19. Waiver of Partition; Nature of Interest. Except as otherwise expressly provided in this Agreement, to the fullest extent permitted
by law, each Member hereby irrevocably waives any right or power that such Member might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to
compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the
Company. No Member shall have any interest in any specific assets of the Company, and no Member shall have the status of a creditor with respect to any distribution pursuant to Section 11. The interest of the Members in the
Company is personal property.
20. Benefits of Agreement; No Third-Party Rights. None of the provisions of this Agreement shall be
for the benefit of or enforceable by any creditor of the Company or by any creditor of any Member. Nothing in this Agreement shall be deemed to create any right in any Person (other than Covered Persons) not a party hereto, and this Agreement shall
not be construed in any respect to be a contract in whole or in part for the benefit of any third Person.
21. Other Business. The
Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income
or profits therefrom by virtue of this Agreement.
22. Severability. The invalidity or unenforceability of any particular provision
of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.
23. Amendments. This Agreement may be amended only in writing. Any such amendment must be approved and executed by the Member.
24. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Member and, to the extent permitted by this
Agreement, its successors, legal representatives and assigns.
25. Entire Agreement. This Agreement constitutes the entire
agreement of the Member with respect to the subject matter hereof.
26. Governing Law. This Agreement shall be governed by, and
construed under, the laws of the State of Delaware, all rights and remedies being governed by said laws.
27. Notices. Any notices required to be delivered hereunder shall be in writing and
personally delivered, mailed or sent by telecopy, electronic mail, or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in
Section 3, (b) in the case of a Member, to such Member at its address as listed on Schedule B attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written
notice to the other party.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of
the date first above written.
MEMBER:
FOX CORPORATION
By:
/s/ Steven Tomsic
Name: Steven Tomsic
Title: Chief Financial Officer
[Signature Page to the A&R Limited Liability Company Agreement of Roku, LLC]
SCHEDULE A
DEFINITIONS
A. Definitions
When used in this Agreement, the following terms not otherwise defined herein have the following meanings:
“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or
under direct or indirect common Control with such Person.
“Control” means the possession, directly or indirectly, or
the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities or general partnership or managing member interests, by contract or otherwise. “Controlling” and
“Controlled” shall have correlative meanings. Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests.
“Percentage Interest” means, at any time for any Member, the percentage of limited liability company interests of such
Member set forth on Schedule B, as the same may be amended from time to time in accordance with this Agreement. The combined Percentage Interest of all Members shall at all times equal one hundred percent (100%). All adjustments to Percentage
Interests calculated pursuant to the terms of this Agreement shall be calculated to the nearest one thousandth of a percent.
“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability
partnership, association, joint-stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.
B. Rules of Construction
Definitions in
this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms
“herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The Section titles appear as a matter of
convenience only and shall not affect the interpretation of this Agreement. All Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.
A-1
SCHEDULE B
MEMBER
Name
Mailing Address
Percentage Interest
Fox Corporation
1211 Avenue of The Americas New York, NY 10036
100
%
B-1
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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