[] [EXECUTION VERSION FIFTH AMENDMENT TO THE RIGHTS AGREEMENT Amendment Rights Agreement Company Rights Agent Amendment No. 1 Amendment No. 2 Amendment No. 3 Amendment No. 4 Prior Amendments FIFTH AMENDMENT (this WHEREAS the Board desires to revise the definition of Exempt Person in the Rights Agreement, and the Company desires to amend the corresponding provisions of the Rights Agreement]
[CTRIP ANNOUNCES RESULTS OF 201 5 ANNUAL GENERAL MEETING Shanghai, THAT New M&AA (i) (ii) Historical Amendments to Board Founder Director Founders Ordinary Director 80. There shall be a Board of Directors (the 81. [Intentionally omitted.] 83. Newly created directorships resulting from any increase in the authorized number of Directors or any vacancies in the Board resulting from death,] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CTRIP.COM INTERNATIONAL, LTD. ADOPTED BY SPECIAL RESOLUTION PASSED ON 21 December 2015 1. Ctrip.com International, Ltd. 2. 3. 4. 5. 6. 7. THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED] [001-33853 CTRIP.COM INTERNATIONAL, LTD. 99 Fu Quan Road Shanghai 200335, Peoples Republic of China Form 20-F x o o o CTRIP.COM INTERNATIONAL, LTD. By :]
[JOINT FILING AGREEMENT QUALITY EVENT LIMITED VERDANT PRIVATE PORTFOLIOS]
[JOINT FILING AGREEMENT QUALITY EVENT LIMITED VERDANT PRIVATE PORTFOLIOS]
[JOINT FILING AGREEMENT ARK PACIFIC INVESTMENT MANAGEMENT LIMITED ARK PACIFIC SPECIAL OPPORTUNITIES FUND I, L.P. SPLENDID DAYS LIMITED] [PARTNERS, DIRECTORS AND EXECUTIVE OFFICERS OF EACH REPORTING PERSON, PERSONS CONTROLLING ANY REPORTING PERSON AND EXECUTIVE OFFICERS AND DIRECTORS OF PERSONS IN CONTROL OF ANY REPORTING PERSON The name, business address, present principal employment and citizenship of each partner, director and executive officer of Splendid Days Limited Name Business Address Present Principal Employment Citizenship Lau Tak Kei Arthur Suite 62,] [Execution Version CONVERTIBLE NOTE By and Among THE9 LIMITED THE SECURITY PROVIDERS LISTED ON And SPLENDID DAYS LIMITED Dated as of November 24, 201 TABLE OF CONTENTS 1. Definitions and Interpretation 1 2. 12 3. Closing and Closing Deliveries 12 4. 13 5. 22] [Execution Version Dated 8 December 2015 WELL EASE LIMITED (as Lender) and SPLENDID DAYS LIMITED (as Borrower) LOAN AGREEMENT TABLE OF CONTENTS CLAUSE PAGE 1. DEFINITIONS AND INTERPRETATION 2 2. COVENANT FOR REPAYMENT 4 3. CONDITIONS PRECEDENT 4 4. DRAWDOWN 5 5. INTEREST 5] [Execution Version PARTICIPATION AGREEMENT PARTICIPATION AGREEMENT Agreement Splendid Days Limited Grantor Ark Pacific Special Opportunities Fund I, L.P. Participant Ark Pacific Investment Management Limited Manager WHEREAS Purchase Agreement Issuer WHEREAS PA Closing Underlying Instruments WHEREAS Grantor Interest NOW, THEREFORE Section 1. (a) Grant Participation (b) Derivative Payment Interest 1 Section 2. Closing Participation Closing Consideration Section 3. Section 4. Conditions] [Execution Version PARTICIPATION AGREEMENT PARTICIPATION AGREEMENT Agreement Splendid Days Limited Grantor Quality Event Limited Participant Ark Pacific Investment Management Limited Manager WHEREAS Purchase Agreement Issuer WHEREAS PA Closing Underlying Instruments WHEREAS Grantor Interest NOW, THEREFORE Section 1. (a) Grant Participation (b) Derivative Payment Interest 1 Section 2. Closing Participation Closing Consideration Section 3. Section 4. Conditions Precedent (a) (b) 2] [Execution Version PARTICIPATION AGREEMENT PARTICIPATION AGREEMENT Agreement Splendid Days Limited Grantor Pacman I Limited Participant Ark Pacific Investment Management Limited Manager WHEREAS Purchase Agreement Issuer WHEREAS PA Closing Underlying Instruments WHEREAS Grantor Interest NOW, THEREFORE Section 1. (a) Grant Participation (b) Derivative Payment Interest 1 Section 2. Closing Participation Closing Consideration Section 3. Section 4. Conditions Precedent (a) (b) 2] [Execution Version PARTICIPATION AGREEMENT PARTICIPATION AGREEMENT Agreement Splendid Days Limited Grantor Pacman II Limited Participant Ark Pacific Investment Management Limited Manager WHEREAS Purchase Agreement Issuer WHEREAS PA Closing Underlying Instruments WHEREAS Grantor Interest NOW, THEREFORE Section 1. (a) Grant Participation (b) Derivative Payment Interest 1 further provided in Section Section 2. Closing Participation Closing Consideration Section 3. Section 4. Conditions] [Execution Version PARTICIPATION AGREEMENT PARTICIPATION AGREEMENT Agreement Splendid Days Limited Grantor Fortune Profile Limited Participant Ark Pacific Investment Management Limited Manager WHEREAS Purchase Agreement Issuer WHEREAS PA Closing Underlying Instruments WHEREAS Grantor Interest NOW, THEREFORE Section 1. (a) Grant Participation (b) Derivative Payment Interest 1 Section 2. Closing Participation Closing Consideration Section 3. Section 4. Conditions Precedent (a) (b) 2]
[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 Peoples 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] []
[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 Peoples 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] []
[Taomee Announces Shareholder Resolutions Adopted at 2015 Annual General Meeting SHANGHAI, Dec. 15, 2015 /PRNewswire/ Taomee Holdings Limited (Taomee or the Company) (NYSE: TAOM), one of the leading childrens entertainment and media companies in China, today announced that the following shareholder resolutions were adopted at its annual general meeting of shareholders held on December 15, 2015 in Shanghai, China.] [Form 6-K TAOMEE HOLDINGS LIMITED 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Shanghai 200233, Peoples Republic of China (86-21) 6128-0056 Form 20-F x o o o TAOMEE HOLDINGS LIMITED Form 6-K Description]
[EXECUTION VERSION CONVERTIBLE NOTE PURCHASE AGREEMENT by and between CTRIP.COM INTERNATIONAL, LTD. and PRICELINE GROUP TREASURY COMPANY B.V. Dated as of December 9, 2015 Table of Contents ARTICLE I Definitions and Interpretation 1 Section 1.1 Definitions 1 Section 1.2 Interpretation and Rules of Construction 5 ARTICLE II PURCHASE AND SALE OF THE NOTE 6 Section 2.1 Sale and Issuance of] [EXECUTION VERSION THIRD AMENDED AND RESTATED STANDSTILL AGREEMENT by and between CTRIP.COM INTERNATIONAL, LTD. and THE PRICELINE GROUP INC. Dated as of December 9, 2015 i TABLE OF CONTENTS Article I Definitions and Interpretation 2 Section 1.1 Definitions 2 Section 1.2 Interpretation and Rules of Construction 6 Article II Standstill 7 Section 2.1 Standstill 7 Section 2.2 Exceptions to Standstill] []
