LIMITED GUARANTYLimited Guaranty • December 4th, 2013 • New Horizon Capital Iii, L.P. • Footwear, (no rubber) • New York
Limited Guaranty, dated as of December 2, 2013 (this “Limited Guaranty”), by Mr. Shuipan Lin, PRC ID No. 350582196812300519 (the “Guarantor”), in favor of Exceed Company Ltd., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Guaranteed Party”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).
COMMITMENT LETTER December 2, 2013Commitment Letter • December 4th, 2013 • New Horizon Capital Iii, L.P. • 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. Capitalized
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.Agreement and Plan of Merger • December 4th, 2013 • New Horizon Capital Iii, L.P. • 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”).
VOTING AGREEMENTVoting Agreement • December 4th, 2013 • New Horizon Capital Iii, L.P. • Footwear, (no rubber) • New York
VOTING AGREEMENT, dated as of December 2, 2013 (this “Agreement”), by and between Pan Long Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Exceed Company Ltd., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”), and the shareholders of the Company listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement (as defined below).
CONTRIBUTION AGREEMENTContribution Agreement • December 4th, 2013 • New Horizon Capital Iii, L.P. • Footwear, (no rubber) • New York
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of December 2, 2013 by and among Pan Long Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”) and the shareholders of Exceed Company Ltd., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”) listed on Schedule A (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
AGREEMENT OF JOINT FILINGAgreement of Joint Filing • December 4th, 2013 • New Horizon Capital Iii, L.P. • Footwear, (no rubber)
The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
