Joinder to Share Exchange Agreement, dated November 1, 2019

Contract Categories: Business Finance - Exchange Agreements
EX-10.1 2 f8k110119ex10-1_tkksymphony.htm JOINDER TO SHARE EXCHANGE AGREEMENT, DATED NOVEMBER 1, 2019

Exhibit 10.1

 

JOINDER TO SHARE EXCHANGE AGREEMENT

 

THIS JOINDER TO SHARE EXCHANGE AGREEMENT (this “Joinder”) is made and entered into as of November 1, 2019 by the undersigned parties hereto. Reference is hereby made to that certain Share Exchange Agreement, dated as of September 6, 2019 (as it may be amended from time to time, including by this Joinder, the “Agreement”), by and among: (i) TKK Symphony Acquisition Corporation, a Cayman Islands exempted company (the “Purchaser”); (ii) TKK Symphony Sponsor 1, a Cayman Islands exempted company, in the capacity as the representative from and after the Closing (as defined below) for the shareholders of the Purchaser other than the Sellers and their successors and assigns in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”); (iii) Glory Star New Media Group Limited, a Cayman Islands exempted company (the “Company”); (iv) Glory Star New Media (Beijing) Technology Co., Ltd. (耀世星辉新文娱(北京)科技有限公司), a Wholly Foreign-Owned Enterprise limited liability company incorporated in the People’s Republic of China (“PRC”) and indirectly wholly-owned by the Company (the “WFOE”); (v) Xing Cui Can International Media (Beijing) Co., Ltd. (星璀璨国际传媒(北京) 有限公司), a limited liability company incorporated in the PRC (“Xing Cui Can”); (vi) Horgos Glory Star Media Co., Ltd. (霍尔果斯耀世星辉文化传媒有限公司), a limited liability company incorporated in the PRC (“Horgos”, and together with Xing Cui Can, the “VIEs” and, collectively with the Company and the WFOE, the “Company Parties”); (vii) each of the shareholders of the Company named on Annex I thereto (collectively, the “Sellers”); and (viii) Zhang Bing, in the capacity as the representative for the Sellers in accordance with the terms and conditions of this Agreement (the “Seller Representative”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Agreement.

 

WITNESSETH THAT:

 

WHEREAS, certain Sellers have assigned some of their Purchased Shares (the “Assignment”) to other Sellers and/or to other persons identified as New Sellers in Schedule A attached hereto (“New Sellers”);

 

WHEREAS, the New Sellers wish to become parties to the Agreement and bound by the terms thereof as “Seller” parties thereunder in accordance with the terms of the Agreement and this Joinder, and the other parties to the Agreement desire to have the New Sellers become parties to the Agreement as “Seller” parties thereunder in accordance with the terms of the Agreement and this Joinder; and

 

WHEREAS, the parties wish to accommodate the Assignment pursuant to the terms and conditions of this Joinder.

 

NOW, THEREFORE, FOR VALUE RECEIVED, and in consideration of the Exchange Shares to be delivered pursuant to the Agreement, the New Sellers hereby agrees as follows:

 

1. Each New Seller hereby: (i) represents and warrants that New Seller is a bona fide purchaser of the Purchased Shares for value in an arm’s length transaction, (ii) acknowledges that such New Seller has received and reviewed a complete copy of the Agreement, including the exhibits and schedules thereto; and (iii) acknowledges and agrees that upon execution and delivery of this Joinder to the Purchaser, the Company, the Purchaser Representative and the Seller Representative, and their acceptance hereof, such New Seller shall become a party to the Agreement, and will be fully bound by, and subject to, all of the terms and conditions of the Agreement, as amended or modified by this Joinder, as a “Seller” party thereunder as though an original party thereto for all purposes of the Agreement. All references in the Agreement to the term “Sellers” shall be deemed to include the New Sellers who have executed and delivered this Joinder. Without limiting the generality of the foregoing, each New Seller hereby (a) repeats and reaffirms as of the date hereof all covenants and agreements contained in the Agreement and (b) represents and warrants that the representations and warranties made by it as “Sellers” under the Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any portion of any representation and warranty that is already qualified or modified by materiality in the text thereof) as of the date hereof, and as of the Closing Date, except to the extent the same expressly relate to an earlier date.

 

 

 

 

2. Each New Seller hereby acknowledges and agrees that it is jointly and severally liable for all of the obligations of the Sellers under the Agreement to the same extent and with the same force and effect as if the Seller was one of the existing Sellers under the Agreement and had executed the same as an existing Seller. Except as specifically modified by this Joinder, all of the terms and conditions of the Agreement shall remain unchanged and in full force and effect.

 

3. The parties hereto hereby agree that, effective upon the execution and delivery of this Joinder by the parties hereto, Annex I to the Agreement is hereby amended to read as set forth on Schedule A hereto.

 

4. Each New Seller agrees to execute and deliver such further instruments and documents and do such further acts as the Purchaser or the Purchaser Representative may deem reasonably necessary or proper to carry out more effectively the purposes of the Agreement or this Joinder.

 

5. THIS JOINDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. This Joinder, the Agreement and the Ancillary Documents, together with the other documents or instruments attached hereto or thereto or referenced herein or therein, constitutes the entire agreement by the New Sellers with respect to the subject matter of hereof and thereof, and supersedes all prior agreements and understandings, both oral and written, by the New Sellers with respect to its subject matter. The terms of this Joinder shall be governed by, enforced, construed and interpreted in a manner consistent with the provisions of the Agreement.

 

[Signature Page Follows]

 

2

 

 

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Joinder to be executed and delivered by the undersigned or by its duly authorized officer as of the date first written above.

 

  NEW SELLERS:
   
  AUSTRALIA EASTERN INVESTMENT PTY LTD.
   
  By: /s/
  Name:                                 
  Title:  
   
  /s/ Chung Tung Lin
  Chung Tung Lin
   
  /s/ Yang Haoyi
  Yang Haoyi
   
  RING & KING INVESTMENT CO., LIMITED
   
  By: /s/
  Name:  
  Title:  
   
  /s/ Zhuang Jinbu
  Zhuang Jinbu
   
  SMART BEST INTERNATIONAL CORPORATION
   
  By: /s/
  Name:  
  Title:                                      
   
  /s/ Lu Nan
  Lu Nan
   
  GRAND TRUTH GROUP LIMITED
   
  By: /s/
  Name:  
  Title:  
   
  CEL Dynamic Growth Fund
   
  By: /s/
  Name:  
  Title:  

 

{Signature Page to Joinder to Share Exchange Agreement}

 

 

 

 

Acknowledged and Accepted as of the date first set forth above:

 

  THE PURCHASER:
   
  TKK SYMPHONY ACQUISITION CORPORATION
   
  By: /s/ Sing Wang                       
  Name: Sing Wang
  Title: Chairman and CEO
   
  THE PURCHASER REPRESENTATIVE:
   
  TKK SYMPHONY SPONSOR 1, solely in its capacity as the Purchaser Representative under the Agreement
   
  By: /s/ Sing Wang
  Name: Sing Wang
  Title: Chairman and CEO
   
  THE COMPANY:
   
  GLORY STAR NEW MEDIA GROUP LIMITED
   
  By: /s/ Zhang Bing
  Name: Zhang Bing
  Title: Director

 

{Signature Page to Joinder to Share Exchange Agreement}

 

 

 

 

  THE WFOE:
   
  GLORY STAR NEW MEDIA (BEIJING) TECHNOLOGY CO., LTD (耀世星辉新文娱(北京) 科技有限公司)
   
  By: /s/ Zhang Bing                       
  Name: Zhang Bing
  Title: Director
   
  THE VIEs:
   
  HORGOS GLORY STAR MEDIA CO., LTD. (霍尔果斯耀世星辉文化传媒有限公司)
   
  By: /s/ Zhang Bing
  Name: Zhang Bing
  Title: Director
   
  XING CUI CAN INTERNATIONAL MEDIA (BEIJING) CO., LTD. (星璀璨国际传媒(北京)有限公司)
   
  By: /s/ Zhang Bing
  Name: Zhang Bing
  Title: Director
   
  THE SELLER REPRESENTATIVE:
   
  /s/ Zhang Bing
  ZHANG BING, solely in his capacity as the Seller Representative under the Agreement
   
  THE SELLERS:
   
  HAPPY STARLIGHT LIMITED
   
  By: /s/ Zhang Bing                                     
  Name: Zhang Bing
  Title: Director

 

{Signature Page to Joinder to Share Exchange Agreement}

 

 

 

 

  ENJOY STARLIGHT LIMITED
   
  By: /s/ Lu Jia                                     
  Name: Lu Jia
  Title: Director
   
  FASHION STARLIGHT LIMITED
   
  By: /s/ Zhang Ran
  Name: Zhang Ran
  Title: Director
   
  WEALTH STARLIGHT LIMITED
   
  By: /s/ Zhang Ronghui
  Name: Zhang Ronghui
  Title: Director
   
  SPARKS STARLIGHT LIMITED
   
  By: /s/ Zhang Yinghao
  Name: Zhang Yinghao
  Title: Director
   
  EVEREST STARLIGHT LIMITED
   
  By: /s/ Xiao Jiangcong
  Name: Xiao Jiangcong
  Title: Director
   
  STAR TWINKLE LIMITED
   
  By: /s/ Jin Hui
  Name: Jin Hui
  Title: Director
   
  RICH STARLIGHT LIMITED
   
  By: /s/ Lin Hui
  Name: Lin Hui
  Title: Director                                     

 

{Signature Page to Joinder to Share Exchange Agreement}

 

 

 

 

  LILLY STARLIGHT LIMITED
   
  By: /s/ Li Hanyang                                     
  Name: Li Hanyang
  Title: Director
   
  ONE STARLIGHT LIMITED
   
  By: /s/ He Yixing
  Name: He Yixing
  Title: Director
   
  /s/ Xin Ailin
  Xin Ailin
   
  CB MANAGEMENT ADVISORY LIMITED
   
  By: /s/ Chan Yin Tsung
  Name: Chan Yin Tsung
  Title: Director

 

{Signature Page to Joinder to Share Exchange Agreement}

 

 

 

 

SCHEDULE A

LIST OF SELLERS

 

Seller Name  No. of Purchased Shares Held by Seller   Pro Rata Share 
Happy Starlight Limited   738,761    36.94%
Enjoy Starlight Limited   256,000    12.80%
Australia Eastern Investment Pty Ltd*   171,600    8.58%
Rich Starlight Limited   145,551    7.28%
Wealth Starlight Limited   142,518    7.13%
Sparks Starlight Limited   102,915    5.15%
Smart Best International Corporation*   84,455    4.22%
Fashion Starlight Limited   80,000    4.00%
Chung Tung Lin*   75,471    3.77%
CEL Dynamic Growth Fund*   58,823    2.94%
Lilly Starlight Limited   38,868    1.94%
Star Twinkle Limited   27,721    1.39%
Zhuang Jinbu*   18,000    0.90%
One Starlight Limited   14,151    0.71%
Grand Truth Group Limited*   13,333    0.67%
Lu Nan*   13,333    0.67%
Ring & King Investment Co., Limited*   12,500    0.63%
CB Management Advisory Limited   4,000    0.20%
Yang Haoyi*   2,000    0.10%
TOTAL   2,000,000    100.00%

 

*New Sellers