REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2020 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 29, 2020, between Kaixin Auto Holdings, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
18,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • November 3rd, 2017 • CM Seven Star Acquisition Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 19th, 2017 • CM Seven Star Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [·] day of [·], 2017, by and among CM Seven Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017CM Seven Star Acquisition Corp • October 19th, 2017 • Blank checks • New York
This is to confirm our agreement whereby CM Seven Star 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 with one or more businesses or entities (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-[l]) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
RIGHTS AGREEMENTRights Agreement • November 3rd, 2017 • CM Seven Star Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of October 25, 2017 between CM Seven Star Acquisition Corporation, a Cayman Islands exempted company with offices at Suite 1003-1004, 10/F, ICBC Tower, Three Garden Road, Central, 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”).
SE C U R IT IE S PU R C H A S E AG R E E M E N TSecurities Purchase Agreement • May 16th, 2023 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations • Utah
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 8, 2022, is entered into by and between KAIXIN AUTO HOLDINGS, a Cayman Islands corporation (“Company”), and STREETERVILLE CAPITAL, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
WARRANT AGREEMENTWarrant Agreement • November 3rd, 2017 • CM Seven Star Acquisition Corp • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of October 25, 2017, by and between CM Seven Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
EQUITY OPTION AGREEMENTEquity Option Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations
This Equity Option Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China (“PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and date August 18 of 2017, by and between the following parties:
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of , 2019, by and between Kaixin Auto Holdings, an exempted Cayman Islands company (the “Company”) and , a [director and/or executive officer] of the Company (the “Indemnitee”).
TRANSITIONAL SERVICES AGREEMENT Between RENREN INC. and KAIXIN AUTO GROUP Dated as of April 30, 2019Transitional Services Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations • Hong Kong
This Transitional Services Agreement is dated as of April 30, 2019, by and between, Renren Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Renren”), and Kaixin Auto Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Kaixin”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 19th, 2017 • CM Seven Star Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [·], 2017 (“Agreement”), by and among CM Seven Star 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”).
INTELLECTUAL PROPERTY RIGHT LICENSE AGREEMENTIntellectual Property Right License Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations
This Intellectual Property Right License Agreement (the “Agreement”) entered in Beijing the People’s Republic of China (the “PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement), dated August 18 of 2017 (the “Effective Date”), by and between
EQUITY INTEREST PLEDGE AGREEMENTEquity Interest Pledge Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations
This Equity Interest Pledge Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China (“PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated August 18, 2017 by and between the following parties:
Exclusive Technology Support and Technology ServiceS AgreementTechnology Services Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations
This Exclusive Technology Support and Technology Services Agreement (the “Agreement”) is dated as of August 18 of 2017 (the “Effective Date”) by and between:
SHARE EXCHANGE AGREEMENT Dated November 2, 2018 by and among Kaixin Auto Group, a Cayman Islands exempted company (the “Company”),Share Exchange Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations • New York
This SHARE EXCHANGE AGREEMENT (the “Agreement”), dated as of November 2, 2018 (the “Signing Date”), by and among Kaixin Auto Group, a Cayman Islands exempted company (the “Company”), Renren Inc., (the “Seller”), and CM Seven Star Acquisition Corporation, a Cayman Islands exempted company (the “Purchaser”). The Company, the Seller and the Purchaser are sometimes referred to herein individually as a “party” and, collectively, as the “parties”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 29th, 2024 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations • New York
This Securities Purchase Agreement (this “Agreement”) is dated February 22, 2024, between Kaixin Auto Holdings, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and Shangyue Limited, an exempted company incorporated under the laws of the British Virgin Islands (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 10th, 2020 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations • New York
WHEREAS, the Company issued an interest-free promissory note dated as of April 9, 2018 to the Subscriber in the principal amount of US$500,000 (“Note I”), the full amount of which is outstanding as of the date hereof.
LOAN AGREEMENTLoan Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations
This Loan Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China (“PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for purposes of this agreement) as of August 18 of 2017.
LOAN AGREEMENTLoan Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations
This Loan Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China (“PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for purposes of this agreement) as of August 18 of 2017.
THIS CONVERTIBLE LOAN AGREEMENT (the “Agreement”) is made on January 28, 2019 BY AND BETWEEN:Convertible Loan Agreement • February 1st, 2019 • CM Seven Star Acquisition Corp • Retail-auto dealers & gasoline stations
October 25, 2017Underwriting Agreement • October 30th, 2017 • CM Seven Star 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 CM Seven Star 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-half of a redeemable warrant (the “Warrants”), each whole redeemable Warrant entitling the holder thereof to purchase one Ordinary Share at a price of $11.50 per 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.
BUSINESS OPERATIONS AGREEMENTBusiness Operations Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations
This Business Operations Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China (the “PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated August 18 of 2017 by and among the following parties:
INVESTOR RIGHTS AGREEMENT dated as of April 30, 2019 between CM SEVEN STAR ACQUISITION CORPORATION SHAREHOLDER VALUE FUND and RENREN INC.Investor Rights Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations • Hong Kong
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 30, 2019 by and between CM Seven Star Acquisition Corporation, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), Shareholder Value Fund, an exempted company incorporated under the laws of the Cayman Islands (“SVF”), and Renren Inc. (“Renren”), a company incorporated under the laws of the Cayman Islands.
SHARE PURCHASE AGREEMENT among KAIXIN AUTO HOLDINGS, YUNFEIYANG LIMITED, QIANGQIANG LIMITED, AADD LIMITED, HJDXL LIMITED, DINGQIN LIMITED, WIRELESSROCK INC., RIGHT ADVANCE MANAGEMENT LIMITED, and FIT RUN LIMITED Dated as of December 31, 2020Share Purchase Agreement • January 6th, 2021 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations • Hong Kong
Whereas, the Sellers collectively own 100% of the issued and outstanding share capital of Haitaoche Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”);
October 25, 2017Underwriting Agreement • November 3rd, 2017 • CM Seven Star 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 CM Seven Star 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-half of a redeemable warrant (the “Warrants”), each whole redeemable Warrant entitling the holder thereof to purchase one Ordinary Share at a price of $11.50 per 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.
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 3rd, 2017 • CM Seven Star Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of October 25, 2017 (“Agreement”), by and among CM Seven Star 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 OPERATIONS AGREEMENTBusiness Operations Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations
This Business Operations Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China (the “PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated August 18 of 2017 by and among the following parties:
THIS CONVERTIBLE LOAN AGREEMENT (the “Agreement”) is made on April 25, 2019 BY AND BETWEEN: Kaixin, CM Seven Star and the Investor are referred to herein collectively as the “Parties” and individually as a “Party.”Convertible Loan Agreement • May 15th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations
MASTER TRANSACTION AGREEMENT Between RENREN INC., CM SEVEN STAR ACQUISITION CORPORATION And KAIXIN AUTO GROUP Dated as of April 30, 2019Master Transaction Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations • Hong Kong
This Master Transaction Agreement is dated as of April 30, 2019, by and among Renren Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Renren”), CM Seven Star Acquisition Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“CM Seven Star”), and Kaixin Auto Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Kaixin”) (each of Renren, CM Seven Star and Kaixin a “Party” and, together, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 30th, 2017 • CM Seven Star Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 25th day of October, 2017, by and among CM Seven Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2017 • CM Seven Star Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 25th day of October, 2017, by and among CM Seven Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 30th, 2017 • CM Seven Star Acquisition Corp • Blank checks • New York
This Agreement is made as of October 25, 2017 by and between CM Seven Star Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
Supplement to Equity Purchase AgreementSupplement to Equity Purchase Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 19th, 2017 • CM Seven Star Acquisition Corp • Blank checks • New York
This Agreement is made as of [·], 2017 by and between CM Seven Star Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
ESCROW AGREEMENTEscrow Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations • Hong Kong
This ESCROW AGREEMENT (“Escrow Agreement”) is made as of _______________30 April_____________ 2019 by and among Renren Inc., (the “Seller”), CM Seven Star Acquisition Corporation, a Cayman Islands exempted company (the “Purchaser”), and VISTRA CORPORATE SERVICES (HK) LIMITED, a Hong Kong company with registered office address at 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong (“Escrow Agent”).
