SEA LIMITED AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of October 19, 2017Deposit Agreement • December 15th, 2017 • Sea LTD • Services-miscellaneous business services • New York
DEPOSIT AGREEMENT dated as of October 19, 2017 among SEA LIMITED, a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
SEA LIMITED AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 18, 2018 2.25% Convertible Senior Notes due 2023Indenture • March 1st, 2019 • Sea LTD • Services-miscellaneous business services • New York
INDENTURE dated as of June 18, 2018 between SEA LIMITED, a Cayman Islands exempted company, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 22nd, 2017 • Sea LTD • Services-miscellaneous business services
This Indemnification Agreement (this “Agreement”) is entered into as of by and between Sea Limited, a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
SEA LIMITED AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 22, 2020 2.375% Convertible Senior Notes due 2025Indenture • April 16th, 2021 • Sea LTD • Services-miscellaneous business services • New York
INDENTURE dated as of May 22, 2020 between SEA LIMITED, a Cayman Islands exempted company, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
SEA LIMITED 13,200,000 American Depositary Shares Representing 13,200,000 Class A Ordinary Shares UNDERWRITING AGREEMENTSea LTD • December 15th, 2020 • Services-miscellaneous business services • New York
SEA LIMITED AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of September 14, 2021 to Indenture Dated as of September 14, 2021 0.25% Convertible Senior Notes due 2026Supplemental Indenture • April 22nd, 2022 • Sea LTD • Services-miscellaneous business services • New York
FIRST SUPPLEMENTAL INDENTURE dated as of September 14, 2021 (this “Supplemental Indenture”) between SEA LIMITED, a Cayman Islands exempted company, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01), supplementing the Indenture dated as of September 14, 2021 between the Company and the Trustee (the “Base Indenture” and the Base Indenture, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).
SEA LIMITED 11,000,000 American Depositary Shares Representing 11,000,000 Class A Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • September 14th, 2021 • Sea LTD • Services-miscellaneous business services • New York
Exclusive Option AgreementExclusive Option Agreement • June 19th, 2017 • Sea LTD • Services-miscellaneous business services
In this Agreement, each of Cayman Entity, the Shareholder and the Company shall be referred to as a “Party” respectively, and they shall be collectively referred to as the “Parties.”
SEA LIMITED AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 18, 2019 1.00% Convertible Senior Notes due 2024Wilmington Trust • April 14th, 2020 • Sea LTD • Services-miscellaneous business services • New York
INDENTURE dated as of November 18, 2019 between SEA LIMITED, a Cayman Islands exempted company, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Financial Support Confirmation LetterSea LTD • June 19th, 2017 • Services-miscellaneous business services
FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT by and among TENCENT LIMITED TENCENT GROWTHFUND LIMITED GENERAL ATLANTIC SINGAPORE FUND PTE. LTD. SUPER CLASS VENTURES LIMITED PAXTON VENTURES LIMITED CLASSROOM INVESTMENTS INC. KEYTONE VENTURES,...Investors’ Rights Agreement • June 19th, 2017 • Sea LTD • Services-miscellaneous business services • New York
This FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is entered into as of April 8, 2017 among the following Parties:
SOFTWARE LICENSE AND DISTRIBUTION AGREEMENTSupplemental Agreement • September 22nd, 2017 • Sea LTD • Services-miscellaneous business services • California
This Software License and Distribution Agreement (the “Agreement”) is made and entered into upon the 20 day of January, 2010 (the “Effective Date”), by and between Riot Games, Inc., a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 100 Corporate Pointe, Suite 350, Culver City, California 90230; (“RGI”) on the one hand, and Garena Online Private Limited, a corporation duly organized and existing under the laws of Singapore, with its principal place of business at 18 Murray Street, #03-01, Singapore 079527; (“Licensee”), on the other hand.
Loan AgreementLoan Agreement • June 19th, 2017 • Sea LTD • Services-miscellaneous business services
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • June 19th, 2017 • Sea LTD • Services-miscellaneous business services
In this Agreement, each of Pledgee, Pledgor and the Company shall be referred to as a “Party” respectively, and they shall be collectively referred to as the “Parties.”
IRREVOCABLE PROXY Sea LimitedIrrevocable Proxy • September 22nd, 2017 • Sea LTD • Services-miscellaneous business services
THIS IRREVOCABLE PROXY (this “Proxy”), dated as of September 1, 2017, is entered into by and between Mr. Xiaodong Li, a Singapore citizen (the “Founder”), on the one hand, and Tencent Holdings Limited, a Cayman Islands exempted company, Tencent Limited, a British Virgin Islands business company, and Tencent Growthfund Limited, a Cayman Islands exempted company (the three Tencent entities are collectively referred to as the “Tencent Parties”, and each, a “Tencent Party”), on the other hand.
MASTER LICENSE AGREEMENTMaster License Agreement • March 1st, 2019 • Sea LTD • Services-miscellaneous business services • Hong Kong
This License Agreement (“Agreement”) is entered into as of November 16, 2018 (“Effective Date”) between Shenzhen Tencent Computer Systems Company Limited, a company duly established and existing under the laws of the People’s Republic of China, with its principal place of business located at Tencent Building, Keji Zhongyi Road, Hi-Tech Park, Nanshan District, Shenzhen 518057, China (“Tencent”) and Garena Online Private Limited, a Singapore company with its registered place of business located at 1 Fusionopolis Place, #17-10, Galaxis, Singapore 138522 (“Licensee”). Tencent and Licensee each will be referred to individually as a “Party,” and together as the “Parties.”
SHARE SUBSCRIPTION AGREEMENT by and among GARENA INTERACTIVE HOLDING LIMITED GARENA ONLINE PRIVATE LIMITED and TENCENT LIMITED March 23, 2016Share Subscription Agreement • September 22nd, 2017 • Sea LTD • Services-miscellaneous business services
NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions hereinafter set forth, the Parties agree as follows:
SEA LIMITED 60,000,000 American Depositary Shares Representing 60,000,000 Class A Ordinary Shares UNDERWRITING AGREEMENTAgreement • March 8th, 2019 • Sea LTD • Services-miscellaneous business services • New York
IRREVOCABLE PROXY Sea LimitedIrrevocable Proxy • April 6th, 2023 • Sea LTD • Services-miscellaneous business services
THIS IRREVOCABLE PROXY (this “Proxy”), dated as of September 5, 2022, is entered into by and between Tencent Holdings Limited, a Cayman Islands exempted company, Tencent Limited, a British Virgin Islands business company, Tencent Growthfund Limited, a Cayman Islands exempted company and Huang River Investment Limited, a British Virgin Islands company (the four Tencent entities are collectively referred to as the “Tencent Parties”, and each, a “Tencent Party”), on the one hand, and the Persons constituting the Board of Directors (as duly constituted from time to time, the “Board”) of Sea Limited, a Cayman Islands exempted company (the “Company”), acting in accordance with a decision of the Board (the “Grantee”), on the other hand.
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • September 22nd, 2017 • Sea LTD • Services-miscellaneous business services
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on :
AMENDED AND RESTATED MOBILE GAME DEVELOPMENT AGREEMENT (Cover Page)Mobile Game Development Agreement • April 11th, 2018 • Sea LTD • Services-miscellaneous business services • Hong Kong
This Amended and Restated Mobile Game Development Agreement, which consists of this Cover Page, the Terms and Conditions attached as Attachment 1 and the other Attachments listed above, each of which are incorporated by reference (collectively, the “Agreement”) is entered into as of the Effective Date and amended and restated as of 8 March 2018 between Tencent and Garena. This Agreement is effective as of the Effective Date and contains the terms and conditions under which Garena grants Tencent the right to make available Branded Games.
