JOINDER TO SHARE EXCHANGE AGREEMENT

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/ Xxxxx Xxxx Xxx
	Xxxxx Xxxx Xxx
	/s/ Yang Xxxxx
	Xxxx Haoyi
	RING & KING INVESTMENT CO., LIMITED
	By:	/s/
	Name:
	Title:
	/s/ Zhuang Xxxxx
	Xxxxxx Jinbu
	SMART BEST INTERNATIONAL CORPORATION
	By:	/s/
	Name:
	Title:
	/s/ Xx Xxx
	Xx Xxx
	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 Xxxx
	XXXXX 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/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	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/ Xxx Xxx
	Name:	Xxx Xxx
	Title:	Director
	RICH STARLIGHT LIMITED
	By:	/s/ Xxx Xxx
	Name:	Xxx Xxx
	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/ Xxxx Xxx Tsung
	Name:	Xxxx Xxx 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	%
Xxxxx Xxxx Xxx*			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	%
Xx Xxx*			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