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