LOCK-UP AGREEMENT
November
26, 2009
EXCEED
COMPANY LTD.
Xidelong
Industrial Zone
Jinjiang,
Fuijan Province, PRC
Ladies
and Gentlemen:
The
undersigned hereby agrees that, without the prior written consent of Exceed
Company Ltd. (the “Company”), the undersigned will not, during the six-month
period from October 21, 2009, through and including April 20, 2010, sell or
otherwise transfer or dispose of any ordinary shares of the Company (“Ordinary
Shares”) or any securities convertible into or exercisable or exchangeable for
Ordinary Shares, or enter into any swap or other agreement that transfers, in
whole or in part, the economic consequences of ownership of Ordinary Shares. The
foregoing sentence shall not apply to (a) Ordinary Shares acquired in open
market transactions after the effectiveness of the Registration Statement on
Form F-1 (File No. 333-163280) first filed with the U.S. Securities and Exchange
Commission on November 23, 2009, (b) transfers or distributions of Ordinary
Shares to affiliates, limited partners, members or shareholders of the
undersigned, provided
that in the case of clause (b), each transferee shall sign and deliver a
lock-up agreement substantially in the form of this lock-up agreement or (c) a
liquidation, merger, stock exchange or other similar transaction which results
in all of the Company’s shareholders having the right to exchange their Ordinary
Shares for cash, securities or other property.
The
undersigned hereby represents and warrants that the undersigned has full power
and authority to enter into this lock-up agreement.
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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Very
truly yours,
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WINDTECH
HOLDINGS
LIMITED |
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By:
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/s/Tsui Xxx Xxx
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Name:Tsui
Xxx Xxx
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Title:Director
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