LIMITED GUARANTEELimited Guarantee • July 12th, 2022 • Zhang Bing • Services-computer processing & data preparation • New York
This Limited Guarantee (this “Limited Guarantee”), dated as of July 11, 2022, is made by [Guarantor] (the “Guarantor”), a [Jurisdiction of Guarantor], in favor of Glory Star New Media Group Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Guaranteed Party”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement (as defined below), except as otherwise provided herein.
JOINT FILING AGREEMENTJoint Filing Agreement • July 12th, 2022 • Zhang Bing • Services-computer processing & data preparation
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and further agree that this joint filing agreement shall be included as an exhibit to such joint filing, and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he, she or it knows or has reason to believe that such information is not accurate. The undersigned each expressly authorize each other to file any and all amendment
Support AgreementSupport Agreement • April 22nd, 2022 • Zhang Bing • Services-computer processing & data preparation • New York
Support AgreementSupport Agreement • April 22nd, 2022 • Zhang Bing • Services-computer processing & data preparation • New York
EQUITY COMMITMENT LETTER [SPONSOR] [address]Equity Commitment Letter • July 12th, 2022 • Zhang Bing • Services-computer processing & data preparation • New York
Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among 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”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly-owned subsidiary of Parent. Concurrently with the delivery of this letter agreement, each of the parties set forth on Schedule A (each, an “Other Sponsor
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • July 12th, 2022 • Zhang Bing • Services-computer processing & data preparation • New York
This INTERIM INVESTORS AGREEMENT (the “Agreement”) is made as of July 11, 2022, by and among Happy Starlight Limited, a company incorporated in the British Virgin Islands (the “Lead Investor”), Yuemintou Huiqiao No. 9 (Shenzhen) Investment Partnership (Limited Partnership) (粤民投慧桥玖号(深圳)投资合伙企业(有限合伙)), a limited liability partnership incorporated in the People’s Republic of China (“Gortune”), Zhongsheng Dingxin Investment Fund Management (Beijing) Co., Ltd.(中晟鼎新投资基金管理(北京)有限公司), a limited liability company incorporated in the People’s Republic of China (“Zhongsheng Dingxin”), iking Way Limited, a limited liability company incorporated in the Cayman Islands (“iking Way”) and Shanghai Linsi Enterprise Management Partnership (Limited Partnership) (上海麟思企业管理合伙企业(有限合伙)), a limited liability partnership incorporated in the People’s Republic of China (“Linsi”, together with Gortune, Zhongsheng Dingxin and iking Way, the “Financial Investors”, each, a “Financial Investor”), Cheers Inc., an exempted
JOINT FILING TERMINATION AGREEMENTTermination Agreement • April 11th, 2023 • Zhang Bing • Services-computer processing & data preparation
This Termination Agreement (“Termination Agreement”) is made and entered into as of April 11, 2023, by and among each of the undersigned (each a “Party,” and collectively the “Parties”). Reference is hereby made to the statement of beneficial ownership on Schedule 13D filed with the Securities and Exchange Commission by the Parties, as amended from time to time (the “Schedule 13D”).
