AGREEMENT AND PLAN OF MERGER among ORIENT TM PARENT LIMITED, ORIENT TM MERGER LIMITED and TAOMEE HOLDINGS LIMITED Dated as of December 11, 2015Agreement and Plan of Merger • December 21st, 2015 • Wang Benson Haibing • 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 21st, 2015 • Wang Benson Haibing • Services-business services, nec • New York
This Limited Guaranty (this “Limited Guaranty”), dated as of December 11, 2015, by Orient Ruide Capital Management (Shanghai) Co., Ltd. (the “Guarantor”), 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).
ROLLOVER AND SUPPORT AGREEMENTRollover and Support Agreement • December 21st, 2015 • Wang Benson Haibing • Services-business services, nec • New York
This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 11, 2015 by and among Orient TM Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and certain shareholders of Taomee Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
EQUITY COMMITMENT LETTERWang Benson Haibing • December 21st, 2015 • Services-business services, nec • New York
We refer to the Agreement and Plan of Merger dated as of the date hereof (as may be amended, supplemented or otherwise modified, the “Merger Agreement”) among Taomee Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Orient TM Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and 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”). Capitalized terms used in this Equity Commitment Letter (this “Equity Commitment Letter”) but not defined herein have the meanings ascribed to them in the Merger Agreement.
Joint Filing AgreementJoint Filing Agreement • December 21st, 2015 • Wang Benson Haibing • Services-business services, nec
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value US$0.00002 per share, of Taomee Holdings Limited, and that this agreement may be included as an exhibit to such joint filing. Each person executing this agreement is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but no person executing this agreement is responsible for the completeness or accuracy of the information concerning any other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This agreement may be executed
