EX-2.2 2 s118300_ex2-2.htm EXHIBIT 2.2

 

Exhibit 2.2

 

CM Seven Star Acquisition Corporation

Suite 1306, 13/F, AIA Central

1 Connaught Road, Central, Hong Kong

 

April 30, 2019

 

Kaixin Auto Group

5/F, North Wing, 18 Jiuxianqiao Middle Road, Chaoyang District

Beijing 100016, People’s Republic of China

Attention: Thomas Jintao Ren

 

Renren Inc.

5/F, North Wing, 18 Jiuxianqiao Middle Road, Chaoyang District

Beijing 100016, People’s Republic of China

Attention: James Jian Liu

 

Shareholder Value Fund

c/o Maples Corporate Services Limited

P.O. Box 309, Ugland House

Grand Cayman KY1-1104

Cayman Islands

Attn: John Cullinane

 

Simpson Thacher & Bartlett

35/F ICBC Tower, 3 Garden Road

Central, Hong Kong SAR

Attention: Chris K.H. Lin

 

Skadden, Arps, Slate, Meagher & Flom

42/F, Edinburgh Tower, The Landmark

15 Queen’s Road Central, Hong Kong SAR

Attention: Kenneth W. Chase

 

To whom it may concern:

 

Reference is made to the share exchange agreement, dated as of November 2, 2018 (the “Exchange Agreement”), by and among Kaixin Auto Group, a Cayman Islands exempted company, Renren Inc., a Cayman Islands exempted company, and CM Seven Star Acquisition Corporation, a Cayman Islands exempted company. Any terms not defined herein shall have the same meaning as such terms have in the Exchange Agreement. This letter amends and restates in its entirety the letter dated April 26, 2019.

 

Section 9.1(c) of the Exchange Agreement requires that Purchaser has at least US$5,000,001 of net tangible assets at the Closing. By signing below, the Company and the Seller hereby waive the requirement that that the Purchaser have at least US$5,000,001 of net tangible assets at the Closing pursuant to the terms of the Exchange Agreement.

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By signing below, the Purchaser agrees that it shall have at least US$2,400,000 of cash immediately prior to the Closing (for the avoidance of doubt, any of such cash shall not be attributable to amounts contributed by Kaixin Auto Group or Renren Inc. or by investors introduced or procured by Kaixin Auto Group or Renren Inc.), Shareholder Value Fund agrees to pay to CM Seven Star Acquisition Corporation an additional US$1.6 million within two (2) weeks following the Closing, and none of Kaixin Auto Group, Renren Inc. and CM Seven Star Acquisition Corporation (post-Closing) shall be responsible for any Indebtedness, accounts payable or other obligations of CM Seven Star Acquisition Corporation upon the Closing in excess of US$4,000,000 in the aggregate which are to be settled by cash. Additionally, upon the Closing, none of Kaixin Auto Group, Renren Inc. and CM Seven Star Acquisition Corporation (post-Closing) shall be responsible for any Indebtedness, accounts payable or other obligations of CM Seven Star Acquisition Corporation in excess of US$2,600,000 in the aggregate which are to be settled by consideration of any nature other than cash.

 

By signing below, Shareholder Value Fund, as sponsor to the Purchaser, agrees to use its best efforts, within one month from the date of this letter, to restructure the loan it has extended to CM Seven Star Acquisition Corporation so that CM Seven Star Acquisition Corporation is no longer required to repay the loan immediately.

 

In addition, by signing below, Shareholder Value Fund agrees to assume and shall be responsible for (i) any Indebtedness, accounts payable or other obligations of CM Seven Star Acquisition Corporation at the Closing in excess of US$4,000,000 in the aggregate which are to be settled by cash, and (ii) any Indebtedness, accounts payable or other obligations of CM Seven Star Acquisition Corporation at the Closing in excess of US$2,600,000 in the aggregate which are to be settled by consideration of any nature other than cash.

 

[Signature page follows]

 

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CM SEVEN STAR COMPANY  
CORPORATION  
       
By: /s/ Sing Wang  
  Name Sing Wang  
  Title CEO &  Director  
       
Acknowledged and Agreed:  
   
KAIXIN AUTO GROUP  
       
By: /s/ Joseph Chen  
  Name Joseph Chen  
  Title Chairman  
       
RENREN INC.  
       
By: /s/ James Jian Liu  
  Name James Jian Liu  
  Title Director and Secretary  
       
SHAREHOLDERS VALUE FUND  
       
By: /s/ David Egglishaw  
  Name David Egglishaw  
  Title Director  

 

[Signature page to waiver letter]