22,000,000 Units TKK SYMPHONY ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • August 21st, 2018 • TKK SYMPHONY ACQUISITION Corp • Blank checks • New York
TKK Symphony Acquisition Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
TKK Symphony Acquisition Corporation Unit 1631, Level 16, Man Yee Building Central, Hong KongTKK SYMPHONY ACQUISITION Corp • April 30th, 2018 • Blank checks • New York
TKK Symphony Acquisition Corporation, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer TKK Symphony Sponsor 1, a Cayman Islands exempted company, (the “Subscriber” or “you”) has made to subscribe for and purchase 5,750,000 of the Company’s ordinary shares (the “Shares”), $0.0001 par value per share (the “Ordinary Shares”), up to 750,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 21st, 2018 • TKK SYMPHONY ACQUISITION Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 15th day of August, 2018, by and among TKK Symphony Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investors” and collectively, the “Investors”).
INDEMNITY AGREEMENTIndemnity Agreement • April 23rd, 2020 • GLORY STAR NEW MEDIA GROUP HOLDINGS LTD • Services-computer processing & data preparation
NOW, THEREFORE, in consideration of the premises and the covenants contained, the Company and Indemnitee do hereby covenant and agree as follows:
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • August 6th, 2018 • TKK SYMPHONY ACQUISITION Corp • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of _____, 2018 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
RIGHTS AGREEMENTRights Agreement • August 21st, 2018 • TKK SYMPHONY ACQUISITION Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of August 15, 2018 between TKK Symphony Acquisition Corporation, a Cayman Islands exempted company with offices at c/o Texas Kang Kai Capital Management (Hong Kong) Limited, 2039, 2/F United Center, 95 Queensway Admiralty, Hong Kong (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).
UNDERWRITING AGREEMENTGLORY STAR NEW MEDIA GROUP HOLDINGS LTD • February 23rd, 2021 • Services-computer processing & data preparation • New York
The undersigned, Glory Star New Media Group Holdings Limited, a Cayman Islands exempted company (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Glory Star New Media Group Holdings Limited, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Univest Securities, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
WARRANT AGREEMENTWarrant Agreement • August 21st, 2018 • TKK SYMPHONY ACQUISITION Corp • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of August 15, 2018, by and between TKK Symphony Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
ORDINARY SHARE PURCHASE WARRANT Glory Star New Media Group Holdings LimitedGLORY STAR NEW MEDIA GROUP HOLDINGS LTD • February 23rd, 2021 • Services-computer processing & data preparation • New York
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 24, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Glory Star New Media Group Holdings Limited, a Cayman Islands exempted company (the “Company”), up to ______ ordinary shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EARLYBIRDCAPITAL, INC. New York, New York 10017TKK SYMPHONY ACQUISITION Corp • August 6th, 2018 • Blank checks • New York
This is to confirm our agreement whereby TKK Symphony Acquisition Corporation, a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-226423) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • September 12th, 2019 • TKK SYMPHONY ACQUISITION Corp • Blank checks • New York
This Share Exchange Agreement (this “Agreement”) is made and entered into as of September 6, 2019 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 incorpor
Glory Star New Media Group Holdings Limited INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • March 17th, 2020 • GLORY STAR NEW MEDIA GROUP HOLDINGS LTD • Services-computer processing & data preparation
This Independent Director Agreement (the “Agreement”) is made and entered into as of _________, _____, by and between Glory Star New Media Group Holdings Limited, a Cayman Islands exempted company (the “Company”), and ___________, an individual (“Director”).
TKK Symphony Acquisition Corporation c/o Texas Kang Kai Capital Management (Hong Kong) Limited 2039, 2/F United Center,Underwriting Agreement • August 21st, 2018 • TKK SYMPHONY ACQUISITION Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between TKK Symphony Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one redeemable warrant (the “Warrants”), each redeemable Warrant entitling the holder thereof to purchase one half of one Ordinary Share at a price of $5.75 per half share, and one right to receive one-tenth of an Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
Glory Star New Media Group Holdings Limited SHARE SUBSCRIPTION AGREEMENT [DATE], 2023 By and Among [Purchaser] and Glory Star New Media Group Holdings LimitedShare Subscription Agreement • August 16th, 2023 • GLORY STAR NEW MEDIA GROUP HOLDINGS LTD • Services-computer processing & data preparation
（2）Glory Star New Media Group Holdings Limited（以下简称“Glory Star”或“公司”）/ Glory Star New Media Group Holdings Limited ("Glory Star" or the “Company”)
TKK Symphony Acquisition Corporation c/o Texas Kang Kai Capital Management ( Hong Kong) Limited 2039, 2/F United Center,Letter Agreement • August 21st, 2018 • TKK SYMPHONY ACQUISITION Corp • Blank checks • New York
This letter agreement will confirm our agreement that, commencing on the first date (the “Effective Date”) that any securities of TKK Symphony Acquisition Corporation (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the Nasdaq Capital Market, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), TKK Capital Holding shall make available to the Company certain general and administrative services, including office space, utilities and secretarial support as may be required by the Company from time to time, situated at 2039, 2/F United Center, 95 Queensway Admiralty, Hong Kong (or any successor location). In exchange therefor, the Company shall pay TKK Capital Holding the
AGREEMENT AND PLAN OF MERGER by and between CHEERS INC. GSMG LTD. and GLORY STAR NEW MEDIA GROUP HOLDINGS LIMITED dated as of July 11, 2022Agreement and Plan of Merger • July 11th, 2022 • GLORY STAR NEW MEDIA GROUP HOLDINGS LTD • Services-computer processing & data preparation • New York
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated July 11, 2022, is by and between Cheers Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), GSMG Ltd., an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a wholly owned Subsidiary of Parent (“Merger Sub”), and Glory Star New Media Group Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”. All capitalized terms used in this Agreement shall have the meaning ascribed to such terms in Section 1.1 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 12th, 2019 • TKK SYMPHONY ACQUISITION Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of September 6, 2019, 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 hereto (each, an “Investor” and collectively, the “Investors”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 6th, 2018 • TKK SYMPHONY ACQUISITION Corp • Blank checks • New York
This Agreement is made as of _____, 2018 by and between TKK Symphony Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • September 12th, 2019 • TKK SYMPHONY ACQUISITION Corp • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of September 6, 2019 by Happy Starlight Limited, a Cayman Islands company (the “Seller”), and the Seller’s principal shareholder Zhang Bing (the “Principal” and, together with Seller, the “Subject Parties”) in favor of and for the benefit of 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”), Glory Star New Media Group Limited, a Cayman Islands exempted company (including any successor entity thereto, the “Company”), and each of Purchaser’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect Subsidiaries (collectively with Purchaser and the Company, the “Covered Parties”). Any capitalized
EXCLUSIVE OPTION AGREEMENTExclusive Option Agreement • November 22nd, 2019 • TKK SYMPHONY ACQUISITION Corp • Blank checks
Glory Star New Media (Beijing) Technology Co., Ltd. (the “WFOE”), a wholly foreign-owned enterprise registered in Beijing, the People’s Republic of China (“China” or “PRC”), under the PRC laws; its address is North of Cultural Camp Village, Gaoliying Town, Shunyi District, Beijing (Science and Technology Innovation Zone, No.1 Linkong Second Road). WFOE’s 100% equity is ultimately and beneficially held by Glory Star New Media Group Limited (the “Ultimate Controlling Shareholder”), a limited liability company exempted in the Cayman Islands;
MASTER EXCLUSIVE SERVICE AGREEMENTMaster Exclusive Service Agreement • November 22nd, 2019 • TKK SYMPHONY ACQUISITION Corp • Blank checks
This Master Exclusive Service Agreement (this “Agreement”) is entered into in ____ as of September 16, 2019 by and between the following parties:
Business Combination Marketing Agreement Fee AmendmentBusiness Combination Marketing Agreement • February 21st, 2020 • GLORY STAR NEW MEDIA GROUP HOLDINGS LTD • Blank checks
This Business Combination Marketing Agreement Fee Amendment (this “Amendment”) is entered into as of February 14, 2020, by and between EarlyBirdCapital, Inc. (“Advisor”) and TKK Symphony Acquisition Corporation, a Cayman Islands exempted company (the “Company).
SHARE ESCROW AGREEMENTShare Escrow Agreement • August 6th, 2018 • TKK SYMPHONY ACQUISITION Corp • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of ______, 2018 (“Agreement”), by and among TKK Symphony Acquisition Corporation, a Cayman Islands exempted company (the “Company”), the individuals and entities listed on the signature pages hereto (each, an “Initial Shareholder” and, collectively, the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
SHARE ESCROW AGREEMENTShare Escrow Agreement • August 21st, 2018 • TKK SYMPHONY ACQUISITION Corp • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of August 15, 2018 (“Agreement”), by and among TKK Symphony Acquisition Corporation, a Cayman Islands exempted company (the “Company”), the individuals and entities listed on the signature pages hereto (each, an “Initial Shareholder” and, collectively, the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
BUSINESS COOPERATION AGREEMENTBusiness Cooperation Agreement • November 22nd, 2019 • TKK SYMPHONY ACQUISITION Corp • Blank checks
This Business Cooperation Agreement (the “Agreement”) is entered into in ____ as of September 16, 2019 by and among the following parties:
JOINDER TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 7th, 2019 • TKK SYMPHONY ACQUISITION Corp • Blank checks • New York
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 (eac
LOCK-UP AGREEMENTLock-Up Agreement • September 12th, 2019 • TKK SYMPHONY ACQUISITION Corp • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 6, 2019 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 (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Share Exchange Agreement.
TKK Symphony Acquisition Corporation c/o Texas Kang Kai Capital Management (Hong Kong) Limited 2039, 2/F United Center,Underwriting Agreement • August 21st, 2018 • TKK SYMPHONY ACQUISITION Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between TKK Symphony Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one redeemable warrant (the “Warrants”), each redeemable Warrant entitling the holder thereof to purchase one half of one Ordinary Share at a price of $5.75 per half share, and one right to receive one-tenth of an Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
Annual Framework Contract for Video ProductionGLORY STAR NEW MEDIA GROUP HOLDINGS LTD • February 21st, 2020 • Blank checks
In accordance with the Contract Law of the People’s Republic of China as well as other relevant laws and regulations, Party A and Party B, through friendly consultation, enter into this contract on [October] [31], [2019], in [Daxing] District, [Beijing], and hereby abide by it.
BUSINESS COOPERATION AGREEMENTBusiness Cooperation Agreement • November 22nd, 2019 • TKK SYMPHONY ACQUISITION Corp • Blank checks
This Business Cooperation Agreement (the “Agreement”) is entered into in ____ as of September 16, 2019 by and among the following parties:
AMENDMENT TO THE SHARE EXCHANGE AGREEMENTThe Share Exchange Agreement • December 30th, 2020 • GLORY STAR NEW MEDIA GROUP HOLDINGS LTD • Services-computer processing & data preparation
THIS AMENDMENT TO THE SHARE EXCHANGE AGREEMENT (this “Amendment”) is dated as of December 29, 2020 (the “Effective Date”), by and among (i) Glory Star New Media Group Holdings Limited, a Cayman Islands exempted company and formerly known as TKK Symphony Acquisition Corporation (the “Purchaser”); (ii) TKK Symphony Sponsor 1, a Cayman Islands exempted company, in the capacity as the Purchaser Representative under the Share Exchange Agreement (as defined below) (the “Purchaser Representative”); (iii) Glory Star New Media Group Limited, a Cayman Islands exempted company (the “Company”); and (iv) Zhang Bing, in the capacity as the Seller Representative under the Share Exchange Agreement (the “Seller Representative”). Capitalized terms used herein but not otherwise defined herein shall have the meaning given to such terms in the Share Exchange Agreement.
Technical Service ContractGLORY STAR NEW MEDIA GROUP HOLDINGS LTD • February 21st, 2020 • Blank checks
In this Contract, Party A hereby entrusts Party B to provide network activities related to technical services and pay corresponding service fees. Through friendly consultation on an equal footing and on the basis of truly and fully expressing their respective wishes, and in accordance with the Contract Law of the People’s Republic of China, both parties hereby enter into the following agreement and jointly abide by it.
Proxy Agreement and Power of AttorneyProxy Agreement • November 22nd, 2019 • TKK SYMPHONY ACQUISITION Corp • Blank checks
This Proxy Agreement and Power of Attorney (this “Agreement”) is entered into in ____ as of September 16, 2019 by and among the following parties:
TKK Symphony Acquisition Corporation c/o Texas Kang Kai Capital Management (Hong Kong) Limited 2039, 2/F United Center,Underwriting Agreement • August 6th, 2018 • TKK SYMPHONY ACQUISITION Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between TKK Symphony Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one redeemable warrant (the “Warrants”), each redeemable Warrant entitling the holder thereof to purchase one half of one Ordinary Share at a price of $5.75 per half share, and one right to receive one-tenth of an Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
MASTER EXCLUSIVE SERVICE AGREEMENTMaster Exclusive Service Agreement • November 22nd, 2019 • TKK SYMPHONY ACQUISITION Corp • Blank checks
This Master Exclusive Service Agreement (this “Agreement”) is entered into in ____as of September 16, 2019 by and between the following parties:
