2020 ChinaCap Acquirco, Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 7th, 2007 • 2020 ChinaCap Acquirco, Inc. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2007, by and among 2020 ChinaCap Acquirco, Inc., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

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UNDERWRITING AGREEMENT
Underwriting Agreement • November 14th, 2007 • 2020 ChinaCap Acquirco, Inc. • Blank checks • New York

The undersigned, 2020 ChinaCap Acquirco, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with Morgan Joseph & Co. Inc. (“Morgan Joseph & Co.” and also referred to herein variously as “you,” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Morgan Joseph & Co. is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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WARRANT AGREEMENT
Warrant Agreement • November 14th, 2007 • 2020 ChinaCap Acquirco, Inc. • Blank checks • New York

This Warrant Agreement (this “Agreement”) is made as of November 8, 2007 by and between 2020 ChinaCap Acquirco, Inc., a Delaware corporation (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (hereinafter referred to as the “Warrant Agent”).

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AGREEMENT AND PLAN OF MERGER Dated as of December 2, 2013 among PAN LONG COMPANY LIMITED PAN LONG INVESTMENT HOLDINGS LIMITED and EXCEED COMPANY LTD.
Merger Agreement • December 2nd, 2013 • Exceed Co Ltd. • Footwear, (no rubber) • New York

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 2, 2013, is by and among Pan Long Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Pan Long Investment Holdings Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands, all of the issued and outstanding shares of which are owned by Parent (“Merger Sub”), and Exceed Company Ltd., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”).

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MORGAN JOSEPH & CO. INC. 19TH FLOOR NEW YORK, NEW YORK 10020 SELECTED DEALER AGREEMENT
Selected Dealer Agreement • November 7th, 2007 • 2020 ChinaCap Acquirco, Inc. • Blank checks • New York

Morgan Joseph & Co. Inc. (“Morgan Joseph”) is acting as the representative of the underwriters (the “Underwriters”) in a firm commitment underwritten offering (the “Offering”) to sell 7,500,000 units1 (the “Units”) of 2020 ChinaCap Acquirco, Inc., a Delaware corporation (the “Company”), as described in the prospectus for the Offering (the “Prospectus”). Morgan Joseph is hereby inviting a selected group of dealers to act as selected dealers in connection with the Offering, subject to the other terms and conditions set forth herein and in the Prospectus, and by executing this Selected Dealer Agreement (this “Agreement”), Morgan Joseph hereby approves the entity signatory hereto (the “Selected Dealer” as a selected dealer in connection with the Offering.

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SECURITIES ESCROW AGREEMENT
Securities Escrow Agreement • November 7th, 2007 • 2020 ChinaCap Acquirco, Inc. • Blank checks • New York

This Securities Escrow Agreement (this “Agreement”) is made and entered into as of ___, 2007, by and among LaSalle Bank National Association, a national banking association (“Escrow Agent”), 2020 ChinaCap Acquirco, Inc., a Delaware corporation (the “Company”), the undersigned initial stockholders of the Company (each, an “Initial Stockholder” and collectively, the “Initial Stockholders”), Win Wide International Ltd., a British Virgin Islands international business company (“Win Wide”) and Surfmax Co-Investments II, LLC, a Delaware limited liability company (“Surfmax II”), with reference to the following facts:

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • November 7th, 2007 • 2020 ChinaCap Acquirco, Inc. • Blank checks • New York
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COMMITMENT LETTER December 2, 2013
Commitment Letter • February 26th, 2014 • Exceed Co Ltd. • Footwear, (no rubber) • New York

This letter agreement sets forth the commitment of Mr. Shuipan Lin (the “ Sponsor ”), subject to the terms and conditions contained herein, to purchase equity interests of Pan Long Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“ Parent ”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “ Merger Agreement ”), by and among Exceed Company Ltd., a business company incorporated under the laws of the British Virgin Islands (the “ Company ”), Parent, and Pan Long Investment Holdings Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands and a direct wholly-owned subsidiary of Parent (“ Merger Sub ”), Merger Sub will merge with and into the Company (the “ Merger ”), with the Company surviving the Merger as a direct subsidiary of Parent.

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FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • October 21st, 2014 • Exceed Co Ltd. • Footwear, (no rubber)

This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of October 20, 2014, is by and among Pan Long Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Pan Long Investment Holdings Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands, all of the issued and outstanding shares of which are owned by Parent (“Merger Sub”), and Exceed Company Ltd., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”).

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LOCK-UP AGREEMENT
Lock-Up Agreement • December 18th, 2009 • Exceed Co Ltd. • Blank checks • New York

This lock-up agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

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WARRANT PURCHASE AGREEMENT
Warrant Purchase Agreement • November 7th, 2007 • 2020 ChinaCap Acquirco, Inc. • Blank checks • Delaware

THIS WARRANT PURCHASE AGREEMENT (the “Agreement”) is made as of , 2007 between 2020 ChinaCap Acquirco, Inc., a company incorporated under the laws of Delaware (the “Company”), Win Wide International Ltd., an international business company incorporated under the laws of the British Virgin Islands (“Win Wide”), and Surfmax Co-Investments II, LLC, a Delaware limited liability company (“Surfmax II”) (“Surfmax II” and, together with Win Wide, the “Purchasers”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 9 hereof.

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WARRANT PURCHASE AGREEMENT
Warrant Purchase Agreement • October 17th, 2007 • 2020 ChinaCap Acquirco, Inc. • Blank checks • Delaware

THIS WARRANT PURCHASE AGREEMENT (the “Agreement”) is made as of , 2007 between 2020 ChinaCap Acquirco, Inc., a company incorporated under the laws of Delaware (the “Company”), and Win Wide International Ltd., an international business company incorporated under the laws of the British Virgin Islands (“Win Wide”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 9 hereof.

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Elevatech Limited 68th Floor, Cheung Kong Center
Letter Agreement • July 20th, 2009 • 2020 ChinaCap Acquirco, Inc. • Blank checks • Hong Kong

We refer to the shareholders agreement between, among others, the Company, Lin, Richwise and ourselves dated 30 April 2008 (the Shareholders Agreement), the amended and restated articles of association of the Company adopted on 30 April 2008 (the Articles) and the term sheet among the Company, Lin, Richwise and ourselves dated 5 May 2009 (the Term Sheet).

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Amendment and Restatement Agreement
Subscription Agreement • August 25th, 2009 • 2020 ChinaCap Acquirco, Inc. • Blank checks

The provisions of the Subscription Agreement shall, in respect of the period up to the date of this Agreement, continue in full force and effect in accordance with their terms.

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DATED 27 JULY 2009 WINDRACE INTERNATIONAL COMPANY LIMITED and WISETECH HOLDINGS LIMITED and WINDTECH HOLDINGS LIMITED and DEACONS
Escrow Agreement • August 25th, 2009 • 2020 ChinaCap Acquirco, Inc. • Blank checks • Hong Kong
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DATED: 28 MARCH 2008 Hong Kong/-1/OPEN/-1/PYYL: L_LIVE_APAC1:501246v8 Share Purchase Agreement between Mr Lin Shuipan and Richwise International Investment Group Limited as Selling Shareholders Dr Shi Jinlei as Indemnifier Elevatech Limited as...
Share Purchase Agreement • August 25th, 2009 • 2020 ChinaCap Acquirco, Inc. • Blank checks • Hong Kong
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DATED 27 JULY 2009
Investment Agreement • August 25th, 2009 • 2020 ChinaCap Acquirco, Inc. • Blank checks • Hong Kong
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FIRST AMENDMENT TO PROMISSORY NOTE
Promissory Note • April 20th, 2007 • 2020 ChinaCap Acquirco, Inc. • Delaware

THIS FIRST AMENDMENT TO PROMISSORY NOTE (the “Amendment”), dated as of December 18, 2006, is entered into by 2020 CHINACAP ACQUIRCO, INC., a Delaware corporation (the “Maker”) and G. GEORGE LU, an individual (the “Payee”).

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REGIONAL GENERAL AGENCY AGREEMENT
Regional General Agency Agreement • October 13th, 2010 • Exceed Co Ltd. • Blank checks

XIDELONG (China) Co.Ltd (hereinafter referred to as “Party A” and ____________ (hereinafter referred to as "Party B") have made and entered into the Agreement in respect of the franchise relationship between the two parties. Party B is acting as Party A’s regional general franchisee to sell Party A’s sports and leisure footwear and apparel products. This Agreement is made to further develop the market of “XIDELONG” brand, standardize the operational environment of the market, meet demands of the consumers, maintain the reputation of the brand and to protect the rights and interests of the agency, and it is based on the principles of free will, equality, mutual benefits and common development by the two parties.

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Technology Cooperation Agreement (the “Agreement”)
Technology Cooperation Agreement • April 30th, 2012 • Exceed Co Ltd. • Blank checks

In accordance with the relevant regulations of the Contract Law and the General Principles of the Civil Law of the People’s Republic of China, and through friendly negotiations, Party A and Party B (hereinafter referred to as the “Parties”) hereto have agreed as follows on the development of scientific research and technology cooperation and services:

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LETTER AGREEMENT DATED 9 SEPTEMBER 2009
Sale and Purchase Agreement • September 14th, 2009 • 2020 ChinaCap Acquirco, Inc. • Blank checks
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THE PERSONS set out in the Schedule and WINDRACE INTERNATIONAL COMPANY LIMITED and EXCEED COMPANY LTD. and
Supplemental Agreement • July 27th, 2009 • 2020 ChinaCap Acquirco, Inc. • Blank checks

the new ordinary shares in the capital of the Purchaser which will, subject to the terms and conditions of this Agreement, on Closing or at any time within 6 months thereafter be issued in favour of the Third Party Investor(s) or their respective designated nominee(s) credited as fully paid;”

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Second Amendment Agreement between Xdlong International Company Limited as Company Elevatech Limited as Investor and Mr Lin Shuipan as Founder Shareholder relating to
Second Amendment Agreement • August 25th, 2009 • 2020 ChinaCap Acquirco, Inc. • Blank checks
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Contract for the Investment Project Regarding Setting up a Sportswear Manufacturing Base in Ruichang Industrial Park (Contract No.: N2011 05)
Investment Agreement • April 30th, 2012 • Exceed Co Ltd. • Blank checks
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DATED: 30 April 2008 Shareholders’ Agreement between Mr Lin Shuipan, Richwise International Investment Group Limited, Tiancheng Int’l Investment Group Limited, HK Haima Group Limited and Eagle Rise Investments Limited as Ordinary Shareholders and...
Shareholders’ Agreement • August 25th, 2009 • 2020 ChinaCap Acquirco, Inc. • Blank checks • Hong Kong

This Agreement contains the terms upon which the Investor and the Ordinary Shareholders have agreed to regulate the affairs of the Company and the relationship between the Shareholders of the Company.

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Contract
Service Agreement • April 20th, 2007 • 2020 ChinaCap Acquirco, Inc.
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Service Agreement between and by XDLONG INTERNATIONAL COMPANY LIMITED (the “Company”) and Lin Shuipan (“appointee”) On appointing Lin Shuipan as Chairman of the Board, Executive Director and Chief Executive Officer of XDLONG INTERNATIONAL COMPANY LIMITED
Service Agreement • July 20th, 2009 • 2020 ChinaCap Acquirco, Inc. • Blank checks • Hong Kong

The two Parties have agreed to appoint the appointee as the Chairman of the Board, Executive Director and CEO of the Company on the terms and conditions set forth herein.

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LOCK-UP AGREEMENT
Lock-Up Agreement • December 18th, 2009 • Exceed Co Ltd. • Blank checks • New York

This lock-up agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

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Technology Development Agreement
Technology Development Agreement • July 30th, 2009 • 2020 ChinaCap Acquirco, Inc. • Blank checks

Through friendly negotiations, Party A and Party B (“the Parties”) have agreed to start cooperation on the intelligent plantar pressure distribution testing system on the basis of the following terms and conditions (“the Agreement”):

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Subscription Agreement
Subscription Agreement • July 30th, 2009 • 2020 ChinaCap Acquirco, Inc. • Blank checks • Hong Kong
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Amendment and Restatement Agreement between Mr Lin Shuipan and Richwise International Investment Group Limited as Selling Shareholders Dr Shi Jinlei as Indemnifier Elevatech Limited as Investor and Xdlong International Company Limited as Company...
Amendment and Restatement Agreement • August 25th, 2009 • 2020 ChinaCap Acquirco, Inc. • Blank checks
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DISCLOSURE LETTER
Investment Agreement • August 25th, 2009 • 2020 ChinaCap Acquirco, Inc. • Blank checks
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Technology Cooperation Agreement
Technology Cooperation Agreement • August 25th, 2009 • 2020 ChinaCap Acquirco, Inc. • Blank checks

In accordance with the relevant regulations of the Contract Law and the General Principles of the Civil Law of the People’s Republic of China, and through friendly negotiations, Party A and Party B (hereinafter referred to as the “Parties”) hereto have agreed as follows on the development of scientific research and technology cooperation:

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Second Amendment Agreement between Mr Lin Shuipan and Richwise International Investment Group Limited as Selling Shareholders Dr Shi Jinlei as Indemnifier Elevatech Limited as Investor and Xdlong International Company Limited
Second Amendment Agreement • August 25th, 2009 • 2020 ChinaCap Acquirco, Inc. • Blank checks
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Contract
Agreement for Sale and Purchase • May 11th, 2009 • 2020 ChinaCap Acquirco, Inc. • Blank checks • Hong Kong

Execution version DATED 8 May 2009 THE PERSONS set out in Column (1) of Schedule 1 and WINDRACE INTERNATIONAL COMPANY LIMITED and EXCEED COMPANY LTD. and 2020 CHINACAP ACQUIRCO, INC. AGREEMENT FOR SALE AND PURCHASE OF WINDRACE INTERNATIONAL COMPANY LIMITED Deacons Solicitors & Notaries 5th Floor Alexandra House 18 Chater Road Central Hong Kong www.deaconslaw.com Fax : 28100431 Tel : 28259211

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