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