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
Contract Type FiledSeptember 14th, 2021 Company Industry Jurisdiction
Underwriting AgreementUnderwriting Agreement • September 14th, 2021 • Sea LTD • Services-miscellaneous business services • New York
Contract Type FiledSeptember 14th, 2021 Company Industry JurisdictionSea Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), proposes, subject to the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of US$2,500,000,000 principal amount of the Company’s 0.25% Convertible Senior Notes due 2026 (the “Firm Securities”) and, at the election of the Underwriters, up to an aggregate of US$375,000,000 additional principal amount of such 0.25% Convertible Senior Notes due 2026 (the “Optional Securities”) as provided in Section 2(c). The Firm Securities and any Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are collectively called the “Offered Securities.”