0001615774-19-007120 Sample Contracts

EQUITY OPTION AGREEMENT
Equity 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:

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FORM OF INDEMNIFICATION AGREEMENT
Form 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, 2019
Transitional 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”).

INTELLECTUAL PROPERTY RIGHT LICENSE AGREEMENT
Intellectual 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 AGREEMENT
Equity 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 Agreement
Technology 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”.

LOAN AGREEMENT
Loan 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 AGREEMENT
Loan 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.

BUSINESS OPERATIONS AGREEMENT
Business 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.

BUSINESS OPERATIONS AGREEMENT
Business 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:

MASTER TRANSACTION AGREEMENT Between RENREN INC., CM SEVEN STAR ACQUISITION CORPORATION And KAIXIN AUTO GROUP Dated as of April 30, 2019
Master 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”).

Supplement to Equity Purchase Agreement
Supplement to Equity Purchase Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations
ESCROW AGREEMENT
Escrow 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”).

Supplemental Agreement of Automobile Consumption Loan Cooperation (Framework) Agreement
Kaixin Auto Holdings • May 6th, 2019 • Retail-auto dealers & gasoline stations

On the basis of equality and mutual benefit, Party A and Party B agreed to enter into the supplemental agreement in accordance with”Automobile Consumption Loan Cooperation (Framework) Agreement” (hereinafter referred to as the “Cooperation Agreement”) and other supplementary agreements between both parties upon further confirmation of the service fee.

Loan and Service Agreement
Loan and Service Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations

For the purposes of this Agreement, Party A and Party B are collectively referred to as the “Parties” and individually referred to as a “Party”.

NON-COMPETITION AGREEMENT Between RENREN INC. And KAIXIN AUTO GROUP Dated as of April 30, 2019
Non-Competition Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations • Hong Kong

This Non-Competition 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”) (each of Renren and Kaixin a “Party” and, together, the “Parties”).

Used Vehicle Purchase Contract
Vehicle Purchase Contract • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations

After arm’s length negotiations, the Parties have entered into and inend to be bound by the following agreement on the sale and purchase of used vehicles:

Automobile Consumer Loan Cooperation (Framework) Agreement
Kaixin Auto Holdings • May 6th, 2019 • Retail-auto dealers & gasoline stations

Party A, as a financial institution, and its branches issue consumer loans to the Customers to buy automobiles (including second- hand automobiles). Party A has designated Party B as its franchise partner for conducting the Automobile Consumer Loan Business, and provides quality automobile financial services to the Customers of Party B.

EQUITY INTEREST PLEDGE AGREEMENT
Equity 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:

Used Vehicle Sales Contract
Kaixin Auto Holdings • May 6th, 2019 • Retail-auto dealers & gasoline stations

After arm’s length negotiations, the Parties have entered into and intended to be bound by the following agreement on the sale and purchase of used vehicles:

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Vehicle Consignment Agreement
Vehicle Consignment Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations

According to the “Contract Law of the People’s Republic of China” and other relevant laws and regulations, Party A and Party B, on the principle of equality, voluntariness and friendly cooperation and with the consensus after negotiation, reached the following agreements:

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