Ticker: TAOM, Company: Taomee Holdings Ltd, Type: SC 13D/A, Date: 2015-12-21
Original SEC Filing: Click here

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Webplus: TAOM/20151221/SC_13D.A/2_EX-99.3/000.htm SEC Original: a15-25164_1ex99d3.htm
AGREEMENT AND PLAN OF MERGER among ORIENT TM PARENT LIMITED, ORIENT TM MERGER LIMITED and TAOMEE HOLDINGS LIMITED Dated as of December 11, 2015 TABLE OF CONTENTS Page ARTICLE I THE MERGER Section 1.01 The Merger 2 Section 1.02 Closing; Closing Date 2 Section 1.03 Effective Time 2 Section 1.04 Effects of the Merger 2 Section 1.05 Memorandum and Articles

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Webplus: TAOM/20151221/SC_13D.A/3_EX-99.4/000.htm SEC Original: a15-25164_1ex99d4.htm
Execution Version EQUITY COMMITMENT LETTER December 11, 2015 Orient TM Parent Limited 36/F, Building No. 2, Orient International Financial Plaza 318 South Zhongshan Road Shanghai 200010 People’s Republic of China Ladies and Gentlemen: Merger Agreement Company Parent Merger Sub Equity Commitment Letter We refer to the Agreement and Plan of Merger dated as of the date hereof (as may be

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Webplus: TAOM/20151221/SC_13D.A/4_EX-99.5/000.htm SEC Original: a15-25164_1ex99d5.htm
Execution Version ROLLOVER AND SUPPORT AGREEMENT Agreement Parent Company Schedule A Shareholder Shareholders This ROLLOVER AND SUPPORT AGREEMENT (this “ Merger Sub Merger Agreement Merger WHEREAS, 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 (“ Shares Owned Shares Schedule A Securities WHEREAS,

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Webplus: TAOM/20151221/SC_13D.A/5_EX-99.6/000.htm SEC Original: a15-25164_1ex99d6.htm
LIMITED GUARANTY Limited Guaranty This Limited Guaranty (this “ Mr. Wang Joy Union Guarantor Guarantors Guaranteed Party Other Limited Guaranties This Limited Guaranty is one of three substantially identical guaranties (such other limited guaranties, the “ Other Guarantors 1. Limited Guaranty Merger Agreement Parent Merger Sub provided Maximum Amount minus provided further (b) (c) Prohibited Defenses 2. Nature of Guaranty

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Webplus: TAOM/20151221/SC_13D.A/6_EX-99.7/000.htm SEC Original: a15-25164_1ex99d7.htm
LIMITED GUARANTY Limited Guaranty This Limited Guaranty (this “ Mr. Cheng Charming China Guarantor Guarantors Guaranteed Party Other Limited Guaranties This Limited Guaranty is one of three substantially identical guaranties (such other limited guaranties, the “ Other Guarantors 1. Limited Guaranty Merger Agreement Parent Merger Sub provided Maximum Amount minus provided further (b) (c) Prohibited Defenses 2. Nature of Guaranty

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Webplus: TAOM/20151221/SC_13D.A/7_EX-99.8/000.htm SEC Original: a15-25164_1ex99d8.htm
LIMITED GUARANTY Limited Guaranty This Limited Guaranty (this “ Guarantor Guaranteed Party Other Limited Guaranties This Limited Guaranty is one of three substantially identical guaranties (such other limited guaranties, the “ Other Guarantors 1. Limited Guaranty Merger Agreement Parent Merger Sub provided Maximum Amount minus provided further (b) (c) Prohibited Defenses 2. Nature of Guaranty 2 3. 3 4. No

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Webplus: TAOM/20151221/SC_13D.A/8_EX-99.9/000.htm SEC Original: a15-25164_1ex99d9.htm
Joint Filing Agreement [Remainder of Page Intentionally Left Blank] Benson Haibing Wang Joy Union Holdings Limited Roc Yunpeng Cheng

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Webplus: TAOM/20151221/SC_13D.A/1/000.htm SEC Original: a15-25164_1sc13da.htm

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Company Information:

Ticker: TAOM, Company: Taomee Holdings Ltd, Type: SC 13D/A, Date: 2015-12-21CIK: 0001507051, Location: F4, SIC: 7389, SIC Desc: SERVICES-BUSINESS SERVICES, NEC
Business Phone & Address:
16/F, Bldg No. A-2, No. 1528 Gumei Road
Shanghai 200233