FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations • New York
Contract Type FiledMay 6th, 2019 Company Industry JurisdictionTHIS 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”).
EQUITY OPTION AGREEMENTEquity Option Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations
Contract Type FiledMay 6th, 2019 Company IndustryThis 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:
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
Contract Type FiledMay 6th, 2019 Company Industry JurisdictionThis 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 AGREEMENTIntellectual Property Right License Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations
Contract Type FiledMay 6th, 2019 Company IndustryThis 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
Contract Type FiledMay 6th, 2019 Company IndustryThis 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 AgreementExclusive Technology Support and Technology Services Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations
Contract Type FiledMay 6th, 2019 Company IndustryThis 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
Contract Type FiledMay 6th, 2019 Company Industry JurisdictionThis 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 AGREEMENTLoan Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations
Contract Type FiledMay 6th, 2019 Company IndustryThis 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
Contract Type FiledMay 6th, 2019 Company IndustryThis 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.
Used Vehicle Sales ContractUsed Vehicle Sales Contract • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations
Contract Type FiledMay 6th, 2019 Company IndustryAfter 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:
BUSINESS OPERATIONS AGREEMENTBusiness Operations Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations
Contract Type FiledMay 6th, 2019 Company IndustryThis 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
Contract Type FiledMay 6th, 2019 Company Industry JurisdictionTHIS 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 AGREEMENTBusiness Operations Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations
Contract Type FiledMay 6th, 2019 Company IndustryThis 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, 2019Master Transaction Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations • Hong Kong
Contract Type FiledMay 6th, 2019 Company Industry JurisdictionThis 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 AgreementSupplement to Equity Purchase Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations
Contract Type FiledMay 6th, 2019 Company Industry
ESCROW AGREEMENTEscrow Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations • Hong Kong
Contract Type FiledMay 6th, 2019 Company Industry JurisdictionThis 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) AgreementSupplemental Agreement of Automobile Consumption Loan Cooperation (Framework) Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations
Contract Type FiledMay 6th, 2019 Company IndustryOn 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 AgreementLoan and Service Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations
Contract Type FiledMay 6th, 2019 Company IndustryFor 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, 2019Non-Competition Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations • Hong Kong
Contract Type FiledMay 6th, 2019 Company Industry JurisdictionThis 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 ContractUsed Vehicle Purchase Contract • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations
Contract Type FiledMay 6th, 2019 Company IndustryAfter 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) AgreementAutomobile Consumer Loan Cooperation (Framework) Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations
Contract Type FiledMay 6th, 2019 Company IndustryParty 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 AGREEMENTEquity Interest Pledge Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations
Contract Type FiledMay 6th, 2019 Company IndustryThis 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:
Vehicle Consignment AgreementVehicle Consignment Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations
Contract Type FiledMay 6th, 2019 Company IndustryAccording 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:
Equity Purchase Agreement Regarding: Target Company between Shanghai Jieying Auto Retail Co., Ltd. as the Buyer and each Seller set out in the preamble section as the Sellers Date [ ]Equity Purchase Agreement • May 6th, 2019 • Kaixin Auto Holdings • Retail-auto dealers & gasoline stations
Contract Type FiledMay 6th, 2019 Company Industry