RF Acquisition Corp. Sample Contracts
INDEMNITY AGREEMENTIndemnification Agreement • July 19th, 2022 • RF Acquisition Corp. • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of July 13, 2022, by and between RF Acquisition Corp., a Delaware corporation (the “Company”), and Ong Xeng Thou (“Indemnitee”).
Standard Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 29th, 2022 • RF Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 23, 2022, is made and entered into by and among RF Acquisition Corp., a Delaware corporation (the “Company”), RF Dynamic LLC, a Delaware limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (“EBC”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, EBC and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF WARRANT AGREEMENTWarrant Agreement • December 20th, 2021 • RF Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of [●], 2021 between RF Acquisition Corp., a Delaware corporation, with offices at 111 Somerset, #05-06, Singapore 238164 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 29th, 2022 • RF Acquisition Corp. • Blank checks • New York
10,000,000 Units RF ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 29th, 2022 • RF Acquisition Corp. • Blank checks • New York
RF Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2022 • RF Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among RF Acquisition Corp., a Delaware corporation (the “Company”), RF Dynamic LLC, a Delaware limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (“EBC”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, EBC and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
RF Acquisition Corp. Singapore 238164Securities Subscription Agreement • March 29th, 2022 • RF Acquisition Corp. • Blank checks • New York
RF Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”), is pleased to accept the offer made by RF Dynamic LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 2,875,000 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share , up to 375,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each unit comprised of one share of Class A common stock, one redeemable warrant, and one right to purchase one-tenth (1/10) of one share of Class A common stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 15th, 2022 • RF Acquisition Corp. • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 29th, 2022 • RF Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 23, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between RF Acquisition Corp., a Delaware corporation (the “Company”), and RF Dynamic LLC, a Delaware limited liability company (the “Purchaser”).
EARLYBIRDCAPITAL, INC. New York, New York 10017Advisory Agreement • March 29th, 2022 • RF Acquisition Corp. • Blank checks • New York
This is to confirm our agreement whereby RF Acquisition Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-261765) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
RF Acquisition Corp. Singapore 238164Underwriting Agreement • March 29th, 2022 • RF Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among RF Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), one redeemable warrant, and one right to receive one-tenth of one share of Class A Common Stock (“Right”). Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pu
WARRANT AGREEMENTWarrant Agreement • March 29th, 2022 • RF Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of March 23, 2022 between RF Acquisition Corp., a Delaware corporation, with offices at 111 Somerset, #05-06, Singapore 238164 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 29th, 2022 • RF Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 23, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between RF Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. (the “Purchaser”).
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • October 23rd, 2023 • RF Acquisition Corp. • Blank checks • New York
This Shareholder Support Agreement (this “Agreement”), dated as of October 18, 2023, is entered into by and among GCL Global Holdings LTD, a Cayman Islands company (“PubCo”), RF Acquisition Corp., a Delaware corporation (“SPAC”), Grand Centrex Limited, a British Virgin Islands business company (the “Company”), and the shareholder of the Company set forth on the signature page hereto (the “Shareholder”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • February 5th, 2025 • RF Acquisition Corp. • Blank checks
This Amendment to Convertible Note Purchase Agreement (the “Amendment”) dated as of the last date on the signature page hereof, is entered into by and among GCL Global Limited, a Cayman Islands exempted company limited by shares (the “Company”), GCL Global Holdings Ltd., a Cayman Islands exempted company limited by shares (“PubCo” or the “Combined Company”), Epicsoft Asia Pte. Ltd. and___________ (the “Subscriber”) (collectively, the “Parties” and each, a “Party”).
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • October 18th, 2024 • RF Acquisition Corp. • Blank checks • Delaware
This CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof among GCL Global Limited, a Cayman Islands exempted company limited by shares (the “Company”), GCL Global Holdings Ltd., a Cayman Islands exempted company limited by shares (“PubCo” or the “Combined Company”), Epicsoft Asia Pte. Ltd. and [________________] (the “Subscriber”) (collectively, the "Parties" and each, a "Party").
RIGHTS AGREEMENTRights Agreement • January 25th, 2022 • RF Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2022 between RF Acquisition Corp., a Delaware corporation, with offices at 111 Somerset, #05-06, Singapore 238164 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, (the “Rights Agent”).
AGREEMENT AND PLAN OF MERGER by and among RF ACQUISITION CORP., GCL GLOBAL HOLDINGS LTD, GRAND CENTREX LIMITED, GCL GLOBAL LIMITED, and RF DYNAMIC LLC dated as of October 18, 2023Merger Agreement • October 23rd, 2023 • RF Acquisition Corp. • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • January 25th, 2022 • RF Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of [●], 2022 between RF Acquisition Corp., a Delaware corporation, with offices at 111 Somerset, #05-06, Singapore 238164 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
THIRD Amendment to Merger AgreementMerger Agreement • February 2nd, 2024 • RF Acquisition Corp. • Blank checks
This THIRD Amendment to Merger Agreement (this “Amendment”), dated as of January 31, 2024, is entered into by and among (i) RF Acquisition Corp., a Delaware corporation (“SPAC”), (ii) GCL Global Holdings LTD, a Cayman Islands exempted company limited by shares (“PubCo”), (iii) Grand Centrex Limited, a British Virgin Islands business company (“GCL BVI”), (iv) GCL Global Limited, a Cayman Islands exempted company limited by shares (“GCL Global”) and (v) for the limited purposes set forth herein, RF Dynamic LLC, a Delaware limited liability company (the “Sponsor”).
FOURTH Amendment to Merger AgreementMerger Agreement • October 3rd, 2024 • RF Acquisition Corp. • Blank checks
This FOURTH Amendment to Merger Agreement (this “Amendment”), dated as of September 30, 2024, is entered into by and among (i) RF Acquisition Corp., a Delaware corporation (“SPAC”), (ii) GCL Global Holdings LTD, a Cayman Islands exempted company limited by shares (“PubCo”), (iii) Grand Centrex Limited, a British Virgin Islands business company (“GCL BVI”), (iv) GCL Global Limited, a Cayman Islands exempted company limited by shares (“GCL Global”) and (v) for the limited purposes set forth herein, RF Dynamic LLC, a Delaware limited liability company (the “Sponsor”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • October 23rd, 2023 • RF Acquisition Corp. • Blank checks • New York
This Sponsor Support Agreement (this “Agreement”), dated as of October 18, 2023, is entered into by and among RF Dynamic LLC, a Delaware limited liability company (the “Sponsor”), RF Acquisition Corp., a Delaware corporation (“SPAC”), GCL Global Holdings LTD, a Cayman Islands company (“PubCo”), and Grand Centrex Limited, a British Virgin Islands business company (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
FIRST Amendment to Merger AgreementMerger Agreement • December 7th, 2023 • RF Acquisition Corp. • Blank checks
This FIRST Amendment to Merger Agreement (this “Amendment”), dated as of December 1, 2023, is entered into by and among (i) RF Acquisition Corp., a Delaware corporation (“SPAC”), (ii) GCL Global Holdings LTD, a Cayman Islands exempted company limited by shares (“PubCo”), (iii) Grand Centrex Limited, a British Virgin Islands business company (“GCL BVI”), (iv) GCL Global Limited, a Cayman Islands exempted company limited by shares (“GCL Global”) and (v) for the limited purposes set forth herein, RF Dynamic LLC, a Delaware limited liability company (the “Sponsor”).
FOURTH Amendment to Merger AgreementMerger Agreement • October 3rd, 2024 • RF Acquisition Corp. • Blank checks
This FOURTH Amendment to Merger Agreement (this “Amendment”), dated as of September 30, 2024, is entered into by and among (i) RF Acquisition Corp., a Delaware corporation (“SPAC”), (ii) GCL Global Holdings LTD, a Cayman Islands exempted company limited by shares (“PubCo”), (iii) Grand Centrex Limited, a British Virgin Islands business company (“GCL BVI”), (iv) GCL Global Limited, a Cayman Islands exempted company limited by shares (“GCL Global”) and (v) for the limited purposes set forth herein, RF Dynamic LLC, a Delaware limited liability company (the “Sponsor”).
RF ACQUISITION CORP. Singapore 238164Administrative Services Agreement • March 29th, 2022 • RF Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between RF Acquisition Corp. (the “Company”) and RF Dynamic LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SECOND AMENDMENT TO MERGER AGREEMENTMerger Agreement • December 18th, 2023 • RF Acquisition Corp. • Blank checks
This SECOND AMENDMENT TO MERGER AGREEMENT (this “Amendment”), dated as of December 15, 2023, is entered into by and among (i) RF Acquisition Corp., a Delaware corporation (“SPAC”), (ii) GCL Global Holdings LTD, a Cayman Islands exempted company limited by shares (“PubCo”), (iii) Grand Centrex Limited, a British Virgin Islands business company (“GCL BVI”), (iv) GCL Global Limited, a Cayman Islands exempted company limited by shares (“GCL Global”) and (v) for the limited purposes set forth herein, RF Dynamic LLC, a Delaware limited liability company (the “Sponsor”).
RF Acquisition Corp. Singapore 238164Underwriting Agreement • March 15th, 2022 • RF Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among RF Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), one redeemable warrant, and one right to receive one-tenth of one share of Class A Common Stock (“Right”). Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pu
ContractConvertible Promissory Note • October 18th, 2024 • RF Acquisition Corp. • Blank checks • Delaware
THIS NOTE AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND ORDINARY SHARES ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
RF ACQUISITION CORP. Singapore 238164Administrative Services Agreement • January 25th, 2022 • RF Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between RF Acquisition Corp. (the “Company”) and RF Dynamic LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
RIGHTS AGREEMENTRights Agreement • March 15th, 2022 • RF Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2022 between RF Acquisition Corp., a Delaware corporation, with offices at 111 Somerset, #05-06, Singapore 238164 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, (the “Rights Agent”).
RIGHTS AGREEMENTRights Agreement • March 29th, 2022 • RF Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of March 23, 2022, between RF Acquisition Corp., a Delaware corporation, with offices at 111 Somerset, #05-06, Singapore 238164 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, (the “Rights Agent”).
