Exhibit 4.16


 


THIS AMENDED AND RESTATED PROMISSORY NOTE
(“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS
NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE
THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED.


 


AMENDED AND RESTATED PROMISSORY NOTE


 


		Principal	Amount: Up to	$1,400,000.00 February 14, 2020



 


Glory Star New Media
Group Holdings Limited, a Cayman Islands exempted company (“Maker”), promises to pay to the order of TKK Symphony
Sponsor 1, a Cayman Islands exempted company, or its registered assigns or successors in interest or order (“Payee”),
the principal sum of up to One Million Four Hundred Thousand Dollars ($1,400,000.00) in lawful money of the United States of America,
on the terms and conditions described below.


 


All payments on this
Note (unless the full principal is converted pursuant to Section 15 below) shall be made by check or wire transfer of immediately
available funds to such account as Payee may from time to time designate by written notice in accordance with the provisions of
this Note. This Note hereby amends and restates the promissory note, dated September 6, 2019, issued by the Maker to the Payee
(the “Original Note”). The amendment and restatement of the Original Note by this Note shall not constitute
a novation or termination of the obligations and covenants of the Maker under the Original Note, but shall constitute an amendment
and restatement of the obligations and covenants of the Maker under the Original Note.


 


		1.	Repayment. The principal balance of this Note shall be payable on the first anniversary
of the closing of Maker’s business combination with Glory Star New Media Group Limited (such date, the “Maturity
Date”). The principal balance may be prepaid at any time, at the election of Maker, in whole or in part, without any
prepayment penalty or premium.



 


		2.	Interest. This Note shall not bear interest.



 


		3.	Intentionally Omitted.



 


		4.	Application of Payments. All payments received by Payee pursuant to this Note shall be applied
first to the payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation)
reasonable attorney’s fees, and then to the reduction of the unpaid principal balance of this Note.



 


		5.	Events of Default. The following shall constitute an event of default (“Event of
Default”):



 


(a) 
Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5)
business days of the Maturity Date.


 


(b) 
Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or
the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.


 


(c) 
Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in
respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property,
or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order
unstayed and in effect for a period of 60 consecutive days.




 


 






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6.        Remedies.


 


(a)    
Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare
this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note and all other amounts payable hereunder,
shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby
expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b)    
Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c) hereof, the unpaid principal balance of this
Note and all other amounts payable hereunder, shall automatically and immediately become due and payable, in all cases without
any action on the part of Payee.


 


		7.	Waivers. Maker and all endorsers and guarantors of, and sureties
for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to this Note,
all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that
might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds
arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution,
exemption from civil process, or extension of time for payment; and Maker agrees that any real or personal property that may be
levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such
writ in whole or in part in any order desired by Payee.



 


		8.	Unconditional Liability. Maker hereby waives all notices in connection
with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability
shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence,
extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of
time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this
Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or
affecting Maker’s liability hereunder.



 


		9.	Notices. All notices, statements or other documents which are required
or contemplated by this Note shall be: (i) in writing and delivered personally or sent by first class registered or certified mail,
overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the
number most recently provided to such party or such other address or fax number as may be designated in writing by such party and
(iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address
as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given
on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile
or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing
if sent by mail.



 


		10.	Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.



 


		11.	Severability. Any provision contained in this Note which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.



 


		12.	Intentionally Omitted.



 






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		13.	Amendment; Waiver. Any amendment hereto or waiver of any provision
hereof may be made with, and only with, the written consent of Maker and Payee.



 


		14.	Assignment. No assignment or transfer of this Note or any rights
or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of
the other party hereto and any attempted assignment without the required consent shall be void; provided, however, that
the foregoing shall not apply to an affiliate of Payee who agrees to be bound to the terms of this Note.



 


		15.	Conversion.



 


(a) 
At Payee’s option, at any time prior to payment in full of the principal balance of this Note, Payee may elect to
convert all or any portion of the unpaid principal balance of this Note into that number of ordinary shares of Maker (“Ordinary
Shares”) equal to: (x) the portion of the principal amount of this Note being converted pursuant to this Section 15,
divided by (y) the Conversion Price, rounded up to the nearest whole number of shares (the “Conversion Shares”).
The Conversion Price shall be equal to the volume-weighted average price of the Ordinary Shares on the Nasdaq Capital Market or
such other securities exchange or securities market on which the Ordinary Shares are then listed or quoted, for the ten trading
days prior to such conversion date; provided, that, subject to Section 15,
the Conversion Price shall not be less than $5.00 (the “Floor Price”). The Conversion Shares, and any other
equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection
with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration
rights set forth in Section 16 hereof, if any.


 


(b) 
At the Maturity Date, the unpaid principal balance of this
Note shall automatically convert into Ordinary Shares at the Conversion Price.


 


(c) 
Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted
and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note,
duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Shares, (iii) Maker
shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such
conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver
to Payee (or its members or their respective affiliates) (Payee or such other persons, the “Holders”) the Conversion
Shares, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker
and Payee and applicable state and federal securities laws.


 


(d) 
The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the
Conversion Shares upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay
any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion.


 


		16.	Registration Rights.



 


The Holders
shall be entitled to such registration rights, with respect to its Conversion Shares, as may be further negotiated between the
Maker and the Payee.


 


[Signature Page Follows]


 






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IN WITNESS
WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the
day and year first above written.


 


	TKK Symphony Acquisition Corporation
	 	 
	By:	/s/ Sing Wang
	 	Name: Sing Wang
	 	Title: Chairman and Chief Executive Officer

  


 


 


 


 


 






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