0001615774-17-005781 Sample Contracts

15,000,000 Units UNDERWRITING AGREEMENT
Underwriting Agreement • October 19th, 2017 • CM Seven Star Acquisition Corp • Blank checks • New York
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REGISTRATION RIGHTS AGREEMENT
Registration 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 10017
CM 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 AGREEMENT
Rights Agreement • October 19th, 2017 • CM Seven Star Acquisition Corp • Blank checks • New York

This Rights Agreement (this “Agreement”) is made as of [·], 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 19th, 2017 • CM Seven Star Acquisition Corp • Blank checks • New York

This Warrant Agreement (“Warrant Agreement”) is made as of [·], 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”).

STOCK ESCROW AGREEMENT
Stock 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”).

CM Seven Star Acquisition Corporation Suite 1003-1004, 10/F, ICBC Tower Three Garden Road, Central, Hong Kong
Underwriting Agreement • October 19th, 2017 • CM Seven Star Acquisition Corp • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment 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”).

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