COMMITMENT LETTER December 2, 2013Commitment 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.
