Common use of Convertible Loan Clause in Contracts

Convertible Loan. (a) The Investor hereby agrees to lend to Kaixin US$1,000,000 (One Million United States Dollars) (the “Convertible Loan”) on the Closing Date and on the Closing Date will transfer such amount to the following bank account of Kaixin (the “Bank Account”): Beneficiary Name: Kaixin Auto Group Beneficiary Account number: 8003098327 Bank Routing Number (domestic wires): 300000000 Bank Swift Code (international wires): EXXXXX00XXX Bank Name: East West Bank Bank Address: 100 X. Xxx Xxxxxx Xxx, Suite 600, Pasadena, CA 91101 Kaixin shall issue to the Investor a signed acknowledgment of receipt of the Convertible Loan within five (5) Business Days of the Closing Date. (b) The term of the Convertible Loan shall be from the Closing Date to the earlier of (i) in the event that the Business Combination has not been consummated prior thereto, May 31, 2019 or (ii) the termination of the Business Combination (the “Maturity Date”). Upon the Maturity Date, Kaixin shall immediately repay the entire outstanding Principal Amount of the Convertible Loan plus any unpaid Interest accrued (if any). The term of the Convertible Loan may be extended by the Investor by delivering a written notice to Kaixin before the Maturity Date (such date, the “Extended Maturity Date”). The Convertible Loan shall bear an annual interest rate on the Principal Amount outstanding in accordance with the loan interest rate stipulated by the Peoples Bank of China for the corresponding period accruing from the Closing Date (the “Interest”); provided that, in the event the conversion is consummated before the Maturity Date or the Extended Maturity Date, as the case may be, any accrued interest will be waived and will not be payable. In the event that Kaixin fails to repay outstanding amounts under the Convertible Loan on the Maturity Date or the Extended Maturity Date, as applicable, the Principal Amount outstanding under the Convertible Loan shall bear default interest, in additional to the Interest, calculated after the Maturity Date or the Extended Maturity Date, at the simple interest rate of twenty percent (20%) per annum, up to the date the Principal Amount of the Convertible Loan and all accrued but unpaid Interest are fully repaid. (c) Subject to sub-paragraph (d) below and unless the Convertible Loan has otherwise been converted into the CM Seven Star Share Amount pursuant to Clause 4 hereof, Kaixin shall not prepay any part of the Convertible Loan without the prior written consent of the Investor. (d) If any one or more of the events of default set out in Schedule A hereto (each of them, an “Event of Default”) shall occur before either of the Maturity Date or the conversion of the Convertible Loan pursuant to Clause 4 hereof, the Investor may, by written notice to Kaixin: (i) declare the Principal Amount and Interest accrued to be immediately due and payable without further demand, notice or other legal formality of any kind; and/or (ii) take such action as the Investor reasonably deems appropriate to enforce the Investor’s rights, powers and remedies under this Agreement. Each of the other parties hereto hereby agrees that CM Seven Star shall have no obligation to repay any amount due under the Convertible Loan, except pursuant to Section 4 hereof. For the avoidance of doubt, the Investor may only look to Kaixin for repayment of the Convertible Loan, except as specified in Section 4 of this Agreement.

Convertible Loan. (a) The Investor hereby agrees to lend to Kaixin US$1,000,000 (One Million United States Dollars) the Aggregate Principal Amount (the “Convertible Loan”) on the Closing Date and on the applicable Closing Date will transfer such amount the First Principal Amount and the Second Principal Amount, as applicable, to the following bank account of Kaixin (the “Bank Account”): Beneficiary Name: Kaixin Auto Group Beneficiary Account number: 8003098327 Bank Routing Number (domestic wires): 300000000 Bank Swift Code (international wires): EXXXXX00XXX Bank Name: East West Bank Bank Address: 100 X. Xxx Xxxxxx Xxx, Suite 600, Pasadena, CA 91101 Kaixin shall issue to the Investor a signed acknowledgment of receipt of the Convertible Loan relevant amount within five (5) Business Days of the applicable Closing Date. (b) The term of any portion of the Convertible Loan shall be from the applicable Closing Date to the earlier of (i) in the event that the Business Combination has not been consummated prior thereto, May 31, 2019 or (ii) the termination of the Business Combination (the “Maturity Date”). Upon the Maturity Date, Kaixin shall immediately repay the entire outstanding Principal Amount of the Convertible Loan plus any unpaid Interest accrued (if any)) accrued. The term of the Convertible Loan may be extended by the Investor by delivering a written notice to Kaixin before the Maturity Date (such date, the “Extended Maturity Date”)) and shall be automatically extended to one business day following any extended Long Stop Date pursuant to Clause 2 hereof. For the avoidance of doubt, no amounts shall be payable by Kaixin in respect of any part of the Aggregate Principal Amount that has not been paid by Investor to Kaixin prior to the Maturity Date or Extended Maturity Date, as applicable. Further, in the event that the Maturity Date occurs before the Second Principal Amount is transferred to Kaixin, Investor shall be under no obligation to transfer such amount to Kaixin, and Kaixin shall be under no obligation to pay Interest, default interest, the Second CM Seven Star Unit Amount nor any other consideration in respect thereof. The Convertible Loan shall bear an annual interest rate on the applicable portion of the Aggregate Principal Amount outstanding in accordance with the loan interest rate stipulated by the Peoples Bank of China for the corresponding period accruing from the applicable Closing Date (the “Interest”); provided that, in the event the conversion is consummated before the Maturity Date or the Extended Maturity Date, as the case may be, any accrued interest will be waived and will not be payable. In the event that Kaixin fails to repay outstanding amounts under the Convertible Loan on the Maturity Date or the Extended Maturity Date, as applicable, the applicable portion of the Aggregate Principal Amount outstanding under the Convertible Loan shall bear default interest, in additional to the Interest, calculated after the Maturity Date or the Extended Maturity Date, at the simple interest rate of twenty percent (20%) per annumannum on any outstanding amounts, up to the date the Principal Amount of the Convertible Loan and all accrued but unpaid Interest are fully repaid. (c) Subject to sub-paragraph (d) below and unless excluding the conversion of the Convertible Loan has otherwise been converted (or any portion thereof) into the CM Seven Star Share Amount Units pursuant to Clause 4 hereof, Kaixin shall not prepay any part of the Convertible Loan without the prior written consent of the Investor. (d) If any one or more of the events of default set out in Schedule A hereto (each of them, an “Event of Default”) shall occur before either of the Maturity Date or the conversion of the Convertible Loan First Principal Amount pursuant to Clause 4 hereof, the Investor may, by written notice to Kaixin: (i) declare any outstanding portion of the Aggregate Principal Amount and any Interest accrued to be immediately due and payable without further demand, notice or other legal formality of any kind; and/or (ii) take such action as the Investor reasonably deems appropriate to enforce the Investor’s rights, powers and remedies under this Agreement. Each of the other parties hereto hereby agrees that CM Seven Star shall have no obligation to repay any amount due under the Convertible Loan, except pursuant to Section 4 4(a) hereof. For the avoidance of doubt, the Investor may only look to Kaixin for repayment of the Convertible Loan, except as specified in Section 4 of this Agreement.

Convertible Loan. (a) The Investor hereby agrees to lend to Kaixin US$1,000,000 (One Million United States Dollars) the Aggregate Principal Amount (the “Convertible Loan”) on the Closing Date and on the applicable Closing Date will transfer such amount the First Principal Amount and the Second Principal Amount, as applicable, to the following bank account of Kaixin (the “Bank Account”): Beneficiary Name: Kaixin Auto Group Beneficiary Account number: 8003098327 Bank Routing Number (domestic wires): 300000000 Bank Swift Code (international wires): EXXXXX00XXX Bank Name: East West Bank Bank Address: 100 X. Xxx Xxxxxx Xxx, Suite 600, Pasadena, CA 91101 Kaixin shall issue to the Investor a signed acknowledgment of receipt of the Convertible Loan relevant amount within five (5) Business Days of the applicable Closing Date. (b) The term of any portion of the Convertible Loan shall be from the applicable Closing Date to the earlier of (i) in the event that the Business Combination has not been consummated prior thereto, May 31, 2019 or (ii) the termination of the Business Combination (the “Maturity Date”). Upon the Maturity Date, Kaixin shall immediately repay the entire outstanding Principal Amount of the Convertible Loan plus any unpaid Interest accrued (if any)) accrued. The term of the Convertible Loan may be extended by the Investor by delivering a written notice to Kaixin before the Maturity Date (such date, the “Extended Maturity Date”)) and shall be automatically extended to one business day following any extended Long Stop Date pursuant to Clause 2 hereof. For the avoidance of doubt, no amounts shall be payable by Kaixin in respect of any part of the Aggregate Principal Amount that has not been paid by Investor to Kaixin prior to the Maturity Date or Extended Maturity Date, as applicable. Further, in the event that the Maturity Date occurs before the Second Principal Amount is transferred to Kaixin, Investor shall be under no obligation to transfer such amount to Kaixin, and Kaixin shall be under no obligation to pay Interest, default interest, the Second CM Seven Star Unit Amount nor any other consideration in respect thereof. The Convertible Loan shall bear an annual interest rate on the applicable portion of the Aggregate Principal Amount outstanding in accordance with the loan interest rate stipulated by the Peoples People´s Bank of China for the corresponding period accruing from the applicable Closing Date (the “Interest”); provided that, in the event the conversion is consummated before the Maturity Date or the Extended Maturity Date, as the case may be, any accrued interest will be waived and will not be payable. In the event that Kaixin fails to repay outstanding amounts under the Convertible Loan on the Maturity Date or the Extended Maturity Date, as applicable, the applicable portion of the Aggregate Principal Amount outstanding under the Convertible Loan shall bear default interest, in additional to the Interest, calculated after the Maturity Date or the Extended Maturity Date, at the simple interest rate of twenty percent (20%) per annumannum on any outstanding amounts, up to the date the Principal Amount of the Convertible Loan and all accrued but unpaid Interest are fully repaid. (c) Subject to sub-paragraph (d) below and unless excluding the conversion of the Convertible Loan has otherwise been converted (or any portion thereof) into the CM Seven Star Share Amount Units pursuant to Clause 4 hereof, Kaixin shall not prepay any part of the Convertible Loan without the prior written consent of the Investor. (d) If any one or more of the events of default set out in Schedule A hereto (each of them, an “Event of Default”) shall occur before either of the Maturity Date or the conversion of the Convertible Loan First Principal Amount pursuant to Clause 4 hereof, the Investor may, by written notice to Kaixin: (i) declare any outstanding portion of the Aggregate Principal Amount and any Interest accrued to be immediately due and payable without further demand, notice or other legal formality of any kind; and/or (ii) take such action as the Investor reasonably deems appropriate to enforce the Investor’s rights, powers and remedies under this Agreement. Each of the other parties hereto hereby agrees that CM Seven Star shall have no obligation to repay any amount due under the Convertible Loan, except pursuant to Section 4 4(a) hereof. For the avoidance of doubt, the Investor may only look to Kaixin for repayment of the Convertible Loan, except as specified in Section 4 of this Agreement.