0001615774-17-005982 Sample Contracts

18,000,000 Units UNDERWRITING AGREEMENT
Underwriting Agreement • October 30th, 2017 • CM Seven Star Acquisition Corp • Blank checks • New York
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RIGHTS AGREEMENT
Rights Agreement • October 30th, 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”).

WARRANT AGREEMENT
Warrant Agreement • October 30th, 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”).

October 25, 2017
Underwriting 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.

STOCK ESCROW AGREEMENT
Stock Escrow Agreement • October 30th, 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”).

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment 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”).

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