GCL Global Holdings LTD Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 22nd, 2025 • GCL Global Holdings LTD • Services-prepackaged software • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May [_], 2025, is by and among GCL Global Holdings Ltd, an exempted company incorporated under the laws of the Cayman Islands, with offices located at 29 Tai Seng Ave., #2-01, Natural Cool Lifestyle Hub, Singapore 534119 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 22nd, 2025 • GCL Global Holdings LTD • Services-prepackaged software
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May [__], 2025, is by and among GCL Global Holdings Ltd, an exempted company incorporated under the laws of the Cayman Islands, with offices located at 29 Tai Seng Ave., #2-01, Natural Cool Lifestyle Hub, Singapore 534119 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 26th, 2025 • GCL Global Holdings LTD • Services-prepackaged software
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into by way of a deed on _________________ __, 2025 by and between GCL Global Holdings Ltd, a Cayman Islands exempted company limited by shares (the “Company”), and ____________ an individual (Passport Number __________) (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 26th, 2025 • GCL Global Holdings LTD • Services-prepackaged software • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 13, 2025, is made and entered into by and among, (i) GCL Global Holdings LTD, a Cayman Islands exempted company limited by shares (the “Company”); (ii) GCL Global Limited, a Cayman Islands exempted company limited by shares (“GCL Global”); (iii) RF Dynamic LLC, a Delaware limited liability company (the “Sponsor”); (iv) certain holders of securities of RF Acquisition Corp. designated as Sponsor Equityholders on Schedule A hereto (collectively, the “Sponsor Equityholders”); and (iv) the equityholders designated as GCL Global Equityholders on Schedule B hereto (collectively, the “GCL Global Equityholders” and, together with the Sponsor, Sponsor Equityholders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, the “Holders” and each individually a “Holder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascr
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 31st, 2025 • GCL Global Holdings LTD • Services-prepackaged software
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 21, 2025, is by and among GCL Global Holdings Ltd, an exempted company incorporated under the laws of the Cayman Islands, with offices located at 29 Tai Seng Ave., #2-01, Natural Cool Lifestyle Hub, Singapore 534119 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
SERIES B PREFERRED STOCK PURCHASE AGREEMENT by and among NEKCOM INC. Purchaser listed in Exhibit A-1, and certain other Persons listed on Exhibit A-2, dated as of November 20, 2024Series B Preferred Stock Purchase Agreement • December 19th, 2024 • GCL Global Holdings LTD • Services-prepackaged software • Delaware
THIS SERIES B PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of is made as of November 20, 2024 (“Effective Date”), by and among NEKCOM INC., a Delaware corporation (the “Company”), the investor listed on Exhibit A-1 attached to this Agreement (the “Purchaser”) and certain other Persons listed on Exhibit A-2 attached to this Agreement (the “Key Stockholders”).
ContractWarrant Agreement • July 8th, 2025 • GCL Global Holdings LTD • Services-prepackaged software
THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH HEREIN. THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THIS INSTRUMENT AND SUCH AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH THIS INSTRUMENT AND SUCH AGREEMENT WILL BE VOID. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED SALE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT.
ContractSale and Purchase Agreement • June 28th, 2024 • GCL Global Holdings LTD • Services-prepackaged software
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
ContractWarrant Agreement • July 29th, 2025 • GCL Global Holdings LTD • Services-prepackaged software
THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH HEREIN. THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THIS INSTRUMENT AND SUCH AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH THIS INSTRUMENT AND SUCH AGREEMENT WILL BE VOID. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED SALE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT.
FIRST AMENDMENT TO AGREEMENTDistribution License Agreement • June 28th, 2024 • GCL Global Holdings LTD • Services-prepackaged software
This amendment (“Amendment”) is (a) made and entered into 1 April 2020 (“Amendment Effective Date”), by and between SEGA CORPORATION, a Japanese corporation, having its principal place of business at Osaki Garden Tower, 1-1-1 Nishi-Shinagawa, Shinagawa-ku, Tokyo 141-0033, Japan (“Sega”) and Epicsoft Asia Pte. Ltd., a company duly organized and existing under the laws of Singapore, having its registered office at 29 Tai Seng Avenue #05-01 Natural Cool Lifestytle Hub, Singapore 534119 (“Distributor”; and Sega and Distributor collectively, the “Parties” or each separately, a “Party”), and (b) an amendment to the following agreement(s) (collectively, the “Agreement’’): Distribution License Agreement between SEGA Games Co., Ltd. and Distributor with the effective date of 1 February 2018.
Activation Key Distribution AgreementActivation Key Distribution Agreement • June 28th, 2024 • GCL Global Holdings LTD • Services-prepackaged software • Tokyo
This License Agreement (“Agreement”) is made and entered into effective as of August 20, 2018 (“Effective Date”), by and between SEGA Games Co., Ltd., a Japanese corporation, having its principal place of business at Sumitomo Fudosan Osaki Garden Tower, 1-1-1 Nishi-Shinagawa, Shinagawa-ku, Tokyo 141-0033, Japan (“Sega”) and EPICSOFT ASIA PTE. LTD., a company duly organized and existing under the laws of Republic of Singapore, having its registered office at 29 Tai Seng Avenue, #01-01, Natural Cool Lifestyle Hub Singapore 534119 (“Distributor”; and Sega and Distributor collectively, the “Parties” or each separately, a “Party”).
Distribution License AgreementDistribution License Agreement • June 28th, 2024 • GCL Global Holdings LTD • Services-prepackaged software • Tokyo
This License Agreement (“Agreement”) is made and entered into February 1 2018 (“Effective Date”), by and between SEGA Games Co., Ltd., a Japanese corporation, having its principal place of business at 1-2-12 Haneda, Ota-ku, Tokyo 144-8531, Japan (“Sega”) and Epicsoft Asia Pte. Ltd., a company duly organized and existing under the laws of Singapore, having its registered office at 29 Tai Seng Avenue #05-01 Natural Cool Lifestytle Hub, Singapore 534119 (“Distributor”; and Sega and Distributor collectively, the “Parties” or each separately, a “Party”).
BONUS SHARES ESCROW AGREEMENTBonus Shares Escrow Agreement • February 26th, 2025 • GCL Global Holdings LTD • Services-prepackaged software
THIS BONUS SHARES ESCROW AGREEMENT (“Agreement”) is made and entered into as of February 13, 2025 by and among GCL Global Holdings Ltd., a Cayman Islands exempted company limited by shares (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
CONTRACT ADDENDUMSales and Purchase Agreement • June 28th, 2024 • GCL Global Holdings LTD • Services-prepackaged software
BETWEEN: LUDUS ASIA PTE LTD, (“Ludus”) a company incorporated in the Republic of Singapore and having its registered office at:
CONTRACT ADDENDUMContract Addendum • July 31st, 2025 • GCL Global Holdings LTD • Services-prepackaged software
BETWEEN: GCL Global Pte. Ltd. (formerly known as LUDUS ASIA PTE LTD) (UEN: 202125922H), a company incorporated in the Republic of Singapore and having its registered office at:
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • February 26th, 2025 • GCL Global Holdings LTD • Services-prepackaged software • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated February 13, 2025, is made by and among RF Acquisition Corp., a Delaware corporation (the “Company”), GCL Global Holdings Ltd, a Cayman Islands exempted company (“PubCo”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated March 23, 2022, by and between the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
CONTRACT ADDENDUMSales and Purchase Agreement • June 28th, 2024 • GCL Global Holdings LTD • Services-prepackaged software
ADDENDUM TO PAYMENT RESCHEDULING AGREEMENTPayment Rescheduling Agreement • July 31st, 2025 • GCL Global Holdings LTD • Services-prepackaged software
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 31st, 2025 • GCL Global Holdings LTD • Services-prepackaged software • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 21, 2025, is by and among GCL Global Holdings Ltd, an exempted company incorporated under the laws of the Cayman Islands, with offices located at 29 Tai Seng Ave., #2-01, Natural Cool Lifestyle Hub, Singapore 534119 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SHARE ESCROW AGREEMENTShare Escrow Agreement • February 20th, 2025 • GCL Global Holdings LTD • Services-prepackaged software
THIS ESCROW AGREEMENT (“Agreement”) is made and entered into as of February 13, 2025, by and among GCL Global Holdings Ltd., a Cayman Islands company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
Amendment to Securities Purchase AgreementSecurities Purchase Agreement • August 27th, 2025 • GCL Global Holdings LTD • Services-prepackaged software
This Amendment to the Securities Purchase Agreement (the “Agreement”) dated as of August 26, 2025 is entered into by and between GCL Global Holdings Ltd, an exempted company incorporated under the laws of the Cayman Islands, with offices located at 29 Tai Seng Ave., #02-01, Natural Cool Lifestyle Hub, Singapore 534119 (the “Company”) and the entity identified on the signature pages hereto (the “Buyer”). Any term not defined herein shall have the definition ascribed to them in the SPA (as defined below). The Company and the Buyer may both be referred to hereinafter each as a “party,” and collectively as the “parties.”
DATED THIS [19] DAY OF [MARCH] 2025 BETWEEN GCL GLOBAL PTE LTD AND THE SELLERS NAMED IN COLUMN 1 OF SCHEDULE 1 OF THIS AGREEMENT SHARE SALE AND PURCHASE AGREEMENTShare Sale and Purchase Agreement • July 31st, 2025 • GCL Global Holdings LTD • Services-prepackaged software