[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] [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] [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,] [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] [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] [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] [Joint Filing Agreement [Remainder of Page Intentionally Left Blank] Benson Haibing Wang Joy Union Holdings Limited Roc Yunpeng Cheng] []