Joinder to Registration Rights Agreement, dated November 1, 2019

EX-10.2 3 f8k110119ex10-2_tkksymphony.htm JOINDER TO REGISTRATION RIGHTS AGREEMENT, DATED NOVEMBER 1, 2019

Exhibit 10.2

 

JOINDER TO REGISTRATION RIGHTS AGREEMENT

 

THIS JOINDER TO REGISTRATION RIGHTS 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 Registration Rights 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, which will be known after the consummation of the transactions contemplated by the Share Exchange Agreement (as defined below) as “Glory Star New Media Group Holdings Limited” (including any successor entity thereto, “Purchaser”); (ii) TKK Symphony Sponsor 1, a Cayman Islands exempted company, in the capacity under the Share Exchange Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”); and (iii) the undersigned parties listed as Investors on Exhibit A thereto (each, an “Investor” and collectively, the “Investors”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Agreement.

 

WITNESSETH THAT:

 

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

 

WHEREAS, the New Investors wish to become parties to the Agreement and bound by the terms thereof as “Investors” 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 Investors become parties to the Agreement as “Investor” 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, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1. Pursuant to Section 6.2 of the Agreement, each New Investor hereby: (i) acknowledges that such New Investor has received and reviewed a complete copy of the Agreement, including the exhibits and schedules thereto; and (ii) acknowledges and agrees that upon execution and delivery of this Joinder to the Purchaser and the Purchaser Representative, such New Investors 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 “Investor” party thereunder as though an original party thereto for all purposes of the Agreement. All references in the Agreement to the term “Investors” shall be deemed to include the New Investors who have executed and delivered this Joinder.

 

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

 

3. Each New Investor 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.

 

4. 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 and the Agreement, together with the other documents or instruments attached hereto or thereto or referenced herein or therein, constitutes the entire agreement by the New Investors with respect to the subject matter of hereof and thereof, and supersedes all prior agreements and understandings, both oral and written, by the New Investors 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]

 

 

 

 

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 INVESTORS:
   
  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 Registration Rights 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 INVESTORS:
   
  HAPPY STARLIGHT LIMITED
   
  By: /s/ Zhang Bing
  Name: Zhang Bing
  Title: Director
   
  ENJOY STARLIGHT LIMITED
   
  By: /s/ Lu Jia
  Name: Lu Jia
  Title: Director
     
  FASHION STARLIGHT LIMITED
   
  By: /s/ Zhang Ran                        
  Name:  Zhang Ran
  Title: Director

 

{Signature Page to Joinder to Registration Rights Agreement}

 

 

 

 

  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
   
  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 Registration Rights Agreement}