AGREEMENT AND PLAN OF MERGER among ORIENT TM PARENT LIMITED, ORIENT TM MERGER LIMITED and TAOMEE HOLDINGS LIMITED Dated as of December 11, 2015Merger Agreement • December 11th, 2015 • Taomee Holdings LTD • Services-business services, nec • New York
AGREEMENT AND PLAN OF MERGER, dated as of December 11, 2015 (this “Agreement”), among Orient TM Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Orient TM Merger Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), and Taomee Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
LIMITED GUARANTYLimited Guaranty • December 11th, 2015 • Taomee Holdings LTD • Services-business services, nec • New York
This Limited Guaranty (this “Limited Guaranty”), dated as of December 11, 2015, by Mr. Roc Yunpeng Cheng (“Mr. Cheng”) and Charming China Limited (“Charming China”) (each, a “Guarantor” and collectively, the “Guarantors”), in favor of Taomee Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman 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).
