INDEMNIFICATION AGREEMENTIndemnification Agreement • May 18th, 2011 • Taomee Holdings LTD • Services-business services, nec • New York
This Indemnification Agreement (the “Agreement”) is entered into as of , 2011 by and between Taomee Holdings Limited, a Cayman Islands company (the “Company”) and the undersigned, a director and/or officer of the Company (the “Indemnitee”).
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 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”).
TAOMEE HOLDINGS LIMITED [—] American Depositary Shares Representing [—] Ordinary Shares FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • May 31st, 2011 • Taomee Holdings LTD • Services-business services, nec • New York
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).
Housing Lease ContractHousing Lease Contract • April 17th, 2013 • Taomee Holdings LTD • Services-business services, nec
This Housing Lease Contract (hereinafter referred to as this “Contract”) is made by and between the following two parties in Shanghai, P.R.C (hereinafter “China”) as of this day of , 2012:
Building Lease ContractBuilding Lease Contract • May 18th, 2011 • Taomee Holdings LTD • Services-business services, nec • Shanghai
THIS BUILDING LEASE CONTRACT (“this Contract”) is entered into in Shanghai, the People’s Republic of China (hereinafter referred to as “China”) by and between:
TAOMEE HOLDINGS LIMITED DIRECTOR AGREEMENTDirector Agreement • May 18th, 2011 • Taomee Holdings LTD • Services-business services, nec • New York
This Director Agreement (the “Agreement”) is made and entered into as of , 2011, by and between Taomee Holdings Limited, a Cayman Islands company (the “Company”), and , an individual (the “Director”).
EQUITY COMMITMENT LETTERTaomee Holdings LTD • January 5th, 2016 • 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.
EMPLOYMENT AGREEMENTEmployment Agreement • May 24th, 2011 • Taomee Holdings LTD • Services-business services, nec • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of Column A by and between Taomee Holdings Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”) and Column B, an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, consolidated variable interest entities controlled by the Company and their subsidiaries (collectively, the “Group”).
Nationwide Exclusive Agency Agreement for Mole’s World Prepaid CardsTaomee Holdings LTD • May 18th, 2011 • Services-business services, nec
Based on the principles of equality and mutual benefit, common development, complementary advantages and equal value exchange, in accordance with provisions of relevant laws of the People’s Republic of China, Party A and Party B have entered into the following terms in respect of Party B’s online sale of Party A’s rechargeable prepaid card on a agency basis and other matters:
Housing Lease ContractHousing Lease Contract • April 15th, 2015 • Taomee Holdings LTD • Services-business services, nec • Shanghai
This Housing Lease Contract (hereinafter referred to as this “Contract”) is made by and between the following two parties in Shanghai, P.R. China (hereinafter “China”) on Jan 23th in 2015:
TAOMEE HOLDINGS LIMITED OFFER TO EXCHANGE SHARE OPTIONS FOR REPLACEMENT RESTRICTED SHARES ELECTION FORM AND RELEASE AGREEMENTTaomee Holdings LTD • March 16th, 2012 • Services-business services, nec
• Before you complete or return this Election Form and Release Agreement (“Election Form”), you should read the Offering Circular dated March 16, 2012 that accompanies this Election Form.
Option Agreement between Shanghai Shengran Information Technology Co., Ltd. And Zeng Liqing, Wang Bin, Wang Haibing, Cheng Yunpeng, Wei Zhen and Feng Yuliang Signed on December 31, 2009 in ShanghaiOption Agreement • May 18th, 2011 • Taomee Holdings LTD • Services-business services, nec
THIS OPTION AGREEMENT (“this Agreement”) is entered into on December 31, 2009 among the following parties (hereinafter referred to as the “Parties”):
Newtex Holdings Limited Qiming Venture Partners II, L.P. Qiming Venture Partners II-C, L.P. Qiming Managing Directors Fund II, L.P. Concord IX Venture Capital Co., Ltd. Concord Consulting Inc. Taomee Holdings Limited and Elyn CorporationShare Transfer Agreement • April 18th, 2012 • Taomee Holdings LTD • Services-business services, nec • New York
Joint Operation Agreement for Dandantang Game ZoneJoint Operation Agreement • May 18th, 2011 • Taomee Holdings LTD • Services-business services, nec
THIS JOINT OPERATION AGREEMENT for DANDANTANG GAME ZONE (“this Agreement”) was entered into by and between the following two parties on September 9, 2010.
Business Operation Agreement Among Shanghai Shengran Information Technology Co., Ltd. Shanghai Taomee Network Technology Co., Ltd. And Zeng Liqing, Wang Bin, Wang Haibing, Cheng Yunpeng, Wei Zhen and Feng Yuliang December 31, 2009, ShanghaiBusiness Operation Agreement • May 18th, 2011 • Taomee Holdings LTD • Services-business services, nec
THIS BUSINESS OPERATION AGREEMENT (“this Agreement”) was entered into by and among the following parties (the “Parties”) in Shanghai, PRC on December 31, 2009:
Agency Sales Cooperation Agreement for Taomee Internet Physical Cards (Hunan)Agency Sales Cooperation Agreement • May 18th, 2011 • Taomee Holdings LTD • Services-business services, nec
THIS AGENCY SALES COOPERATION AGREEMENT FOR TAOMEE INTERNET PHYSICAL CARDS (this “Agreement”) is entered into in Shanghai on December 20, 2009 by and between
EXHIBIT A: Joint Filing AgreementJoint Filing Agreement • February 5th, 2013 • Taomee Holdings LTD • 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 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value US$0.00002 per share, of Taomee Holdings Limited, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
EXHIBIT A: Joint Filing AgreementJoint Filing Agreement • February 6th, 2012 • Taomee Holdings LTD • 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 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value US$0.00002 per share, of Taomee Holdings Limited, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
EXHIBIT A: Joint Filing AgreementJoint Filing Agreement • February 5th, 2013 • Taomee Holdings LTD • 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 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value US$0.00002 per share, of Taomee Holdings Limited, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Sales Cooperation Agreement for Taomee Internet Physical CardsSales Cooperation Agreement • April 17th, 2013 • Taomee Holdings LTD • Services-business services, nec
THIS SALES COOPERATION AGREEMENT FOR TAOMEE INTERNET PHYSICAL CARDS (this “Agreement”) is entered into in Shanghai on January 1, 2013 by and between:
Agency Sales Cooperation Agreement for Taomee Internet Virtual CardsAgency Sales Cooperation Agreement • May 18th, 2011 • Taomee Holdings LTD • Services-business services, nec
THIS AGENCY SALES COOPERATION AGREEMENT FOR TAOMEE INTERNET VIRTUAL CARDS (hereinafter referred to as “this Agreement”) is entered into in Shanghai on December 20, 2009 by and between:
REGISTRATION RIGHTS ADDENDUMRegistration Rights Addendum • May 18th, 2011 • Taomee Holdings LTD • Services-business services, nec • Hong Kong
THIS REGISTRATION RIGHTS ADDENDUM (this “Addendum”) is made and entered into as of May 4, 2011 by and among Taomee Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and Saban Media Ventures LLC (the “Transferee”).
EXHIBIT A: Joint Filing AgreementJoint Filing Agreement • February 6th, 2012 • Taomee Holdings LTD • 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 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value US$0.00002 per share, of Taomee Holdings Limited, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
JOINT INVESTMENT CONTRACT FOR ANIMATED FILMJoint Investment Contract • April 15th, 2015 • Taomee Holdings LTD • Services-business services, nec
SERIES B PREFERRED SHARE PURCHASE AGREEMENT by and among Slanissue Holdings Limited Slanissue Hong Kong Limited (芝兰玉树香港有限公司) Slanissue (Beijing) Information Technology Co., Ltd. (芝兰玉树（北京）信息技术有限公司) Beijing Slanissue Technology Co., Ltd. (北京芝兰玉树科技有限公司)...Series B Preferred Share Purchase Agreement • April 11th, 2014 • Taomee Holdings LTD • Services-business services, nec • Hong Kong
THIS SERIES B PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 13, 2013 by and among (1) Slanissue Holdings Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Island (the “Company”); (2) Slanissue Hong Kong Limited (芝兰玉树香港有限公司), a business company with limited liability incorporated and existing under the laws of Hong Kong (the “HK Company”); (3) Slanissue (Beijing) Information Technology Co., Ltd. (芝兰玉树（北京）信息技术有限公司), a wholly foreign owned limited liability company established and existing under the laws of the PRC (the “WFOE”); (4) Beijing Slanissue Technology Co., Ltd. (北京芝兰玉树科技有限公司), a limited liability company established and existing under the laws of the PRC (“Beijing Slanissue”); (5) Beijing Huibozhiye Culture Communication Co., Ltd. (北京慧博智业文化传播有限公司), a limited liability company established and existing under the laws of the PRC (“Beijing Huibozhiye”), (6) each of the individua
Agency Sales Cooperation Agreement for Taomee Internet Physical Cards (Guangdong and Hainan)Agency Sales Cooperation Agreement • May 18th, 2011 • Taomee Holdings LTD • Services-business services, nec
THIS AGENCY SALES COOPERATION AGREEMENT FOR TAOMEE INTERNET PHYSICAL CARDS (this “Agreement”) is entered into in Shanghai on December 20, 2009 by and between
Zeng Liqing Huang Jianbin Luo Kai Wu Xiulan He Tingke Guangzhou Chuangyou Information Technology Co., Ltd. And Shanghai Taomee Network Technology Co., Ltd. Cooperation Framework AgreementCooperation Framework Agreement • April 17th, 2013 • Taomee Holdings LTD • Services-business services, nec
For the purpose of this Agreement, Existing Shareholder A, Existing Shareholder B, Existing Shareholder C, Existing Shareholder D and Existing Shareholder E are hereinafter individually referred to as “Existing Shareholder” and collectively as “Existing Shareholders”; Existing Shareholders, the Company and the Investor are hereinafter individually referred to as a “Party” and collectively as the “Parties”.
EXHIBIT A: Joint Filing AgreementJoint Filing Agreement • February 5th, 2013 • Taomee Holdings LTD • 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 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value US$0.00002 per share, of Taomee Holdings Limited, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Equity Interest Pledge Agreement Among Zeng Liqing, Wang Bin, Wang Haibing, Cheng Yunpeng, Wei Zhen, Feng Yuliang Shanghai Shengran Information Technology Co., Ltd. and Shanghai Taomee Network Technology Co., Ltd. March 17, 2010, ShanghaiEquity Interest Pledge Agreement • May 18th, 2011 • Taomee Holdings LTD • Services-business services, nec
THIS EQUITY INTEREST PLEDGE AGREEMENT (the “Agreement”) is made and entered into as of March 17, 2010 by the parties below (the “Parties”) in Shanghai, PRC:
EXHIBIT A: Joint Filing AgreementJoint Filing Agreement • February 6th, 2012 • Taomee Holdings LTD • 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 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value US$0.00002 per share, of Taomee Holdings Limited, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
EXHIBIT A: Joint Filing AgreementJoint Filing Agreement • February 5th, 2013 • Taomee Holdings LTD • 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 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value US$0.00002 per share, of Taomee Holdings Limited, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Contract on Transfer of Rights to Use State-owned Construction Land Planning and Land Resources Administration Bureau of Shanghai MunicipalityTaomee Holdings LTD • April 15th, 2015 • Services-business services, nec
Article 1This Contract is formulated by the two parties in accordance with the Real Rights Law of the People’s Republic of China, the Contract Law of the People’s Republic of China, the Land Administration Law of the People’s Republic of China, the Urban Real Estate Administration Law of the People’s Republic of China, and other related administrative laws and regulations and policies in respect of land supply and based on the principle of equality, free will, compensation and good faith.
JOINT INVESTMENT CONTRACT FOR ANIMATED FILM “SEER III”Joint Investment Contract • April 17th, 2013 • Taomee Holdings LTD • Services-business services, nec
THIS JOINT INVESTMENT CONTRACT (this “Contract”) is made as of February 1, 2013 in Shanghai, the People’s Republic of China (“PRC”) by and between:
Sales Cooperation Agreement for Taomee Internet Virtual CardsSales Cooperation Agreement • April 17th, 2013 • Taomee Holdings LTD • Services-business services, nec
