Exhibit 10.8


 


PROMISSORY NOTE


 


	Principal
Amount:  Up to $500,000.00	 February 17, 2020




 


Glory
Star New Media Group Holdings Limited, a Cayman Islands exempted company (“Maker”), promises to pay to the
order of TKK Capital Holdings, a Cayman Islands exempted company, or its registered assigns or successors in interest or order
(“Payee”), the principal sum of up to Five Hundred Thousand Dollars ($500,000.00) in lawful money of the United
States of America, on the terms and conditions described below. 


 


All
payments on this Note 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.


 


		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.	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.




 


	 	4.	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.




 


	 	5.	Remedies.


 


 (a) Upon the occurrence of an Event of Default specified in Section 4(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 4(b) and 4(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.




 




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		6.	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.




 


		7.	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.




 


		8.	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.




 


		9.	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.




  


		10.	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.




   


		11.	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.




 


		12.	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.




 


[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.


 


	 	GLORY STAR NEW MEDIA GROUP HOLDINGS LIMITED
	 	 	 
	 	By:	 /s/ Bing Zhang
	 	 	Name:	 Bing Zhang
	 	 	Title:	Director




 


 


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