Exhibit 10.8


 





Execution Version


 


THIS CONVERTIBLE BOND (“CB”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE
WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR PURCHASER SATISFACTORY
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO- ACTION LETTER FROM THE SECURITIES AND
EXCHANGE COMMISSION.


 


SEVEN STARS CLOUD


 


GROUP, INC.


 


CONVERTIBLE BOND


 


	US$12,000,000	Date of Issuance: June 28, 2018


 


FOR VALUE RECEIVED,
Seven Stars Cloud Group, Inc., a Nevada corporation (the “Company”), hereby promises to pay to the order of Advantech
Capital Investment II Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (“Holder”),
the aggregate principal sum of Twelve Million US Dollars ($12,000,000) (the “Principal”) in lawful money of the
United States of America and in immediately available funds, subject to the provisions contained herein. The Company and Holder
shall be collectively referred to as the “Parties”. Unless otherwise expressly provided in this CB, initially
capitalized words or terms used in this convertible bond (“CB”) shall have the meanings set forth in the Amended and
Restated Convertible Note Purchase Agreement entered into by and between the Company and the Holder (as amended, the “Purchase
Agreement”).


 


		1.	Principal
Repayment



 


1.1        Maturity
Date. The Principal and any other amounts payable to Holder hereunder shall be due and payable to Holder on the third anniversary
of the Date of issuance (the “Maturity Date”).


 


1.2        Interest.
Interest shall accrue from the date hereof on the Principal amount at the rate of 8% per annum compounded annually until
payment in full or until the conversion of the Principal pursuant to Section 2 of this CB. If the Principal is not converted
pursuant to Section 2 of this CB, interest shall be paid with the Principal amount on the Maturity Date. If the Principal is
converted pursuant to Section 2 of this CB, interest accrued through the Conversion Date shall be paid or converted into
Common Stocks (as defined in Section 2.1 below) at the option of Holder on the Conversion Date in accordance with Section 2
of this CB.


 


1.3        Payment.
All payments made pursuant to this CB shall be made by check or wire transfer of immediately available funds and in lawful money
of the United States of America to Holder at the address for notices pursuant to Section 5.6 below or at such other place as Holder
may designate. Any payment on this CB shall be applied first to accrued interest then to other amounts owing hereunder, and thereafter
to the outstanding principal balance hereof.


 


		2.	Conversion



 


2.1        Right
to Convert. Subject to Section 2.4, Holder shall have the right but not the obligation to convert any portion of this CB into
shares of common stock of the Company (the ·’Common Stock”) at any time and from time to time; provided, however,
if the shares of the Common Stock that Holder has the right to convert into represent more than 20% of the Company’s issued and
outstanding shares, it is being agreed that prior to the obtain of the requisite stockholder approval as set forth in Section
2.2. the Common Stock into which portion of this CB converted shall, in no circumstance, be more than 19.9% of the then outstanding
Common Stock (such portion of this CB, “First Conversion Amount”). At any time following the conversion of the
First Conversion Amount, subject to the approval of the Company’s Shareholders, Holder shall have the right but not the obligation
to convert the remaining portion of the Principal and the interest accrued thereon (“Remaining Conversion Amount”)
into Common Stock. Holder shall not be entitled to vote any shares of Common Stock acquired by it pursuant to this CB or any other
Company Agreements in connection with any such stockholder approval sought by the Company.


 




     


     


    

 


2.2        Stockholder
Approval. As promptly as practicable after the Closing of this CB, and in any event, within three (3) months, the Company
covenants and agrees to use best efforts to (i) obtain any approvals of the Company’s stockholders required under the Company’s
organizational documents, applicable laws and/or the listing rules and regulations of NASDAQ in connection with the transactions
contemplated by this CB, (ii) unless proxies are solicited from the Company’s stockholders in accordance with Section 14(a) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated
thereunder with the Securities and Exchange Commission with regard to the transactions contemplated by this CB, file an
Information Statement pursuant to Section l4(c) of the Exchange Act, and the rules and regulations promulgated thereunder with
the Securities and Exchange Commission with regard to the transactions contemplated by this CB (the “Information
Statement”) and (iii) mail the definitive Information Statement to the Company’s stockholders if one is required to be
filed with the Securities and Exchange Commission (the “Conversion conditions”).


 


2.3        Conversion
Price. Following the election by Holder pursuant to Section 2.1, upon satisfaction of the Conversion Conditions, the first
conversion Amount shall be automatically converted into shares of the Common Stock at a conversion rate of$1.82 per share (“Rate
of Conversion”) of Common Stock (the “First Conversion Shares”). Following the conversion of the First
Conversion Amount and the election by Holder pursuant to Section 2.1, upon satisfaction of the Conversion Conditions and applicable
shareholder’s approval, the Remaining Conversion Amount shall be automatically converted into shares of the Common Stock at the
Rate of Conversion (together with the First Conversion Shares, the ’"Conversion Shares").


 


2.4        Mechanics
of Conversion. Within three business days after the Holder informs the Company of its intention to convert any portion of
this CB into shares of Common Stock of the Company pursuant to Section 2.1 (such date of conversation, the "Conversion
Date"), Holder shall surrender the CB for conversion and the Company shall (i) denote in its corporate records the ownership
by Holder of the Conversion Shares, effective as of close of business on the Conversion Date and (ii) return to Holder a new CB
with respect to the portion of the original CB which was not converted. Effective as of close of business on the Conversion Date
(i) the rights of Holder with respect to the Principal, together with all other amounts due hereunder to Holder shall cease, and
(ii) Holder shall be treated for all purposes as having become the record holder of such Conversion Shares. The issuance
of Common Stock upon conversion of this CB shall be made without charge to Holder for any tax in respect of such issuance,
and such Conversion Shares shall be issued in such names as may be directed by Holder; provided, however, if the stockholder
approval is needed, the Company and Holder shall agree to the Conversion Date, which in no event, shall be later than ten (10)
calendar days following the date of the satisfaction of the Conversion Conditions, in compliance with Exchange Act Rule 14c-2(b).


 


2.5        Adjustment
or Conversion Shares. Subject to Section 2.6 hereof the number and kind of Conversion Shares or other securities to be
issued upon conversion determined pursuant to Section 2.3 shall be subject to adjustment from time to time upon
the happening of certain events while this conversion right remains outstanding, except for Exempted Transactions (as defined
below) as follows:


 


(a)
        Merger. Sale or Assets. etc. If the Company at any time shall
consolidate with or merge into or sell or convey all or substantially all its assets to any other corporation or other
entity, this CB shall thereafter be deemed to evidence the right to purchase such number and kind of shares or other
securities and property as would have been issuable or distributable on account of such consolidation, merger, sale or
conveyance, upon or with respect to the securities subject to the conversion or purchase right immediately prior to such
consolidation, merger, sale or conveyance. The foregoing provision shall similarly apply to successive transactions of u
similar nature by any such successor or purchaser. Without limiting the generality of the foregoing, the anti-dilution
provisions of this Section 2.5 shall apply to such securities of such successor or purchaser after any such consolidation,
merger. sale or conveyance.


 




     


     


    

 


(b)
        Reclassification. If the Company at any time shall by reclassification
or otherwise, change the Common Stock into the same or a different number of securities of any class or classes that may be
issued or outstanding, this CB shall there after be deemed to evidence the right to purchase an adjusted number of such
securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock
immediately prior to such reclassification or other change.


 


(c)         Stock
Splits . Combinations and Dividends. If the shares of Common Stock are subdivided or combined into a greater or smaller number
of shares of Common Stock, or if a dividend is paid on the Common Stock in shares of Common Stock, the number of Conversion Shares
to be issued upon conversion shall be proportionately reduced in case of subdivision of shares or stock dividend or proportionately
increased in the case of combination of shares, in each such case by the ratio which the total number of shares of Common Stock
outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately prior to such
event.


 


(d)         Incorporation
or Redemption or Outstanding Shares. The Rate of Conversion shall be adjusted if the Company incorporates or redeems outstanding
securities of the Company (including the form of reverse share split) to decrease the number of shares, the rate of Conversion
shall be multiplied by a fi·action, whose numerator is the number of outstanding securities of the Company immediately before
the occurrence of the matter, and denominator is the number of outstanding securities of the Company immediately after the occurrence
of the matter.


 


(e)         Issues
at Less than Rate or Conversion. If and whenever the Company shall issue any shares (other than Common Stocks issued on the
exercise of this CB or on the exercise of any other rights of conversion into, or exchange or subscription for, any Common Stock)
or issue or grant options, warrants or other rights to subscribe for, purchase or otherwise acquire any shares, in each case at
a price per share which is less than the Rate of Conversion on the date of announcement of the terms of such issue, the Rate of
Conversion shall be adjusted to be equal to such price per share. Such adjustment shall become effective on the date of issue of
such additional shares or, as the case may be, the issue or grant of such options, warrants or other rights.


 


2.6        Most
Favored Nation Treatment. If, within the period commencing from the Date of Issuance until the Conversion Date, or (in terms
that the conversion set forth in Section 2 does not occur) the Maturity Date, the Company issues or agrees to issue to any person
convertible notes or other instruments similar to this CB with terms or conditions more favorable to such person than, or otherwise
benefits such person in a manner that is more favorable to such person than the terms set forth in this CB, the Company shall notify
Holder and upon Holder's request, promptly amend this CB in order for Holder to receive all such more favorable terms and conditions
without imposing any additional obligation or liability on Holder.


 


2.7        Adjustment
Notices. Whenever the number of Conversion Shares to be issued upon conversion is adjusted as provided in Section 2.5, the
Company shall promptly deliver to Holder written notice setting forth the revised number of Conversion Shares with a statement
of facts regarding the adjustment and the computation thereof.


 


2.8        Seniority.
The CB ranks senior in right of payment to any of the Company's indebtedness that is expressly subordinated in right of payment
to the CB, pari passu in right of payment to any of the Company's other indebtedness and liabilities that are not so subordinated,
junior in right of payment to any of the Company's secured indebtedness to the extent of the value of the assets securing such indebtedness.


 


2.9        Exempted
Transactions. The Holder understands and acknowledges that, concurrently with issuance of this CB, the Company is also in
the process of negotiating, concluding or closing the following financing transactions: (i) subscription of Common Stock of the
Company by GT DOLLAR PTE. LTD. in the amount of US$1 0,000,000.92;
and (ii) subscriptions of Common Stock of the Company by Beijing Tonghe Fund Management Co., Ltd. (./t~~:@jf~~W~~{r)':1~'!lli;M~Ri~fciJ)
and Sun Seven Stars Investment Limited or any other affiliate of Mr. Bruno Wu and/or Ms. Lan Yang or the Company, in each case
at a price of at least US$1.82 per share of Common Stock (the "Exempted Transactions").


 




     


     


    

 


		3.	Covenants
Of The Company



 


3.1        Payment
of Principal; Conversion. The Company hereby covenants and agrees that it shall pay or cause to be paid all amounts due hereunder
on the Maturity Date or, if applicable prior to the Maturity Date, the Company shall effect or cause to be effected any conversion
of the Principal into Conversion Shares.


 


3.2        Reserves.
From the date hereof until the Conversion Date or Maturity Date, whichever is later, the Company shall at all times reserve and
keep available, out of its authorized but unissued Common Stock, solely for the purpose of issue upon conversion of this CB, such
number of shares of Common Stock as shall then be issuable upon the conversion of this CB. The Company covenants that all such
shares of Common Stock shall, upon issuance, be duly and validly issued, fully paid and non-assessable.


 


3.3        Consent
Rights. Prior to conversion of all of the Principals and accrued interest, or (in terms that the conversion set forth in Section
2 does not occur) the Maturity Date, the following acts of the Company shall require prior written approval of Holder: (i) any
consolidation, merger or corporate reorganization of the Company in which the Company is not the surviving entity, or any consolidation,
merger or investment by the Company or its subsidiaries in any transaction or a series of related transactions with an investment
exceeding US$25,000,000; and (ii) any Related Party Transaction or any transactions in a series of Related Party Transactions in
excess of US$5,000,000, except for an Exempted Transaction. For purpose of this CB, "Related Party Transaction" means
an agreement, contract, plan, arrangement or other transaction effected or proposed to be effected by the Company, or by an entity
controlled by the Company, (1) to which, at the relevant time, a Related Party of the Company is a party or has a material financial
interest, or (2) to which an officer, director, business partner or employee of a Related Party of the Company is a party or has
a material financial interest. "Related Party" means (A) a director or stockholder of the Company, (B) a director or
stockholder's spouse, or a parent or sibling thereof; (C) a child, grandchild, parent, cousin, uncle, aunt of a director or stockholder,
or the spouse of any thereof; (D) an individual living in the same home as the director or stockholder, or a trust or estate of
which a person specified in subparagraph (A) to (D) inclusive of this subdivision is a substantial beneficiary; or (E) an entity,
other than the Company or an entity controlled by the Company, that is controlled by or is an affiliate of the director or stockholder
or any person specified in subparagraphs (A) to (D), inclusive, of this subdivision.


 


		4.	Default,
Acceleration



 


4.1        Events
of Default. Each of the following events shall be an "Event of Default" hereunder: (i) the Company fails to timely
pay any amounts due under this CB on the date the same becomes due and payable, (ii) the Company breaches any covenant, representation,
warranty, or agreement under this CB or the Purchase Agreement, (iii) the Company files a petition or action for relief under any
bankruptcy, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect,
or makes any assignment for the benefit of creditors or takes any action in furtherance of any of the foregoing, or (iv) an involuntary
petition is filed against the Company (unless such petition is dismissed or discharged within sixty (60) days of filing) under
any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or
other similar official) is appointed to take possession, custody or control of any property of the Company.


 


4.2        Acceleration.
Upon the occurrence of an Event of Default, all outstanding principal, accrued interest and other amounts owing hereunder
shall, at the option of Holder, and, in the case of an Event of Default pursuant to Sections 4.1 (a)(iii) or (iv) above,
automatically, be immediately due and payable. Holder shall have all rights and may exercise any remedies available to  it at
law or in equity, successively or concurrently.


 


4.3        Costs
of Collection. In the event of any Event of Default hereunder, the Company shall pay all reasonable attorneys' fees and court
costs incurred by Holder in enforcing and collecting this CB.


 




     


     


    

  


		5.	Miscellaneous



 


5.1        Registration
Rights. Holder shall have the registration rights pursuant to certain registration rights agreement dated hereof.


 


5.2        Remedies
Cumulative and Continuing. All powers and remedies of Holder hereunder with respect to an Event of Default shall, to the extent
permitted by law, be deemed cumulative and not exclusive of any other thereof or of any other power or remedy available to Holder,
by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this
CB, and every power and remedy given by this CB or by applicable law to Holder may be exercised from time to time, and as often
as shall be deemed expedient by Holder.


 


5.3        Replacement;
Exchange. If this CB is destroyed, lost or stolen, the Company will deliver a new convertible bond to Holder on the same terms
and conditions as this CB with a notation of the unpaid principal in substitution of the prior CB. Holder shall furnish to the
Company reasonable evidence that the CB was destroyed, lost or stolen and any security or indemnity that may be reasonably required
by the Company in connection with the replacement of this CB.


 


5.4        Choice
of Law. This CB shall be governed by and construed in accordance with the law of the State of New York without giving effect
to the principles of conflict of Laws thereof.


 


5.5        Bank
Account. On the Date of Issuance, the Holder shall remit the Principal by wire transfer of immediately available funds to the
following bank account as designated by the Company:


 


Name of Bank: THE HONG KONG AND SHANGHAI BANKING
CORPORATION LIMITED


Address : 1  QUEEN'S ROAD CENTRAL, HONG
KONG


Account No.: 411758345838


Account holder: YOU ON DEMAND (ASIA) LIMITED


SWIFTCODE: HSBCHKHHHKH


 


5.6        Notices.
All notices or other communications required or permitted hereunder shall be in writing and shall be delivered personally, telecopied
or sent by certified, registered or express mail , postage prepaid. Any such notice shall be deemed given if delivered personally
or telecopied, on the date of such delivery, or if sent by reputable overnight courier, on the first Business Day following the
date of such mailing, as follows:


 


		(a)	if to the Company:



 


Seven Stars Cloud Group, Inc.





No. 4 Drive-in Movie Theater Park, No. 21 Liangmaqiao Road,
Chaoyang District,


Beijing, P.R.C. 100125





Attn: Legal Department


Telecopy: 86+ 10-8586-2775





 


With a copy to:





Seven Stars Cloud Group, Inc.


55 Broadway, 19th Floor


New York, NY 10006


Attn: President





Telecopy: 86+ 10-8586-2775


 


		(b)	if to Holder:



 


190 Elgin Avenue, George Town, Grand Cayman
K Y 1-9005, Cayman Islands


 




     


     


    

 


With a copy to:


 Suite 1702-03, One Exchange Square, 8 Connaught Place,
Central Hong Kong


 Phone +852 2801 6988


 Fax: +852 28014882


 Attn: Finance Department


 


Any Party may by notice given in accordance with this Section
5.6 designate another address or Person for receipt of notices hereunder.


 


5.7        Assignment.
This CB shall be binding upon the Company and Holder and its successors and assigns. The Company may not assign this CB or delegate
any of its obligations hereunder without the written consent of Holder. Holder may assign this CB and its rights hereunder to any
third party at any time without consent of the Company.


 


5.8        Cooperation;
Further Action. Each Party to this CB shall, without further consideration, execute and deliver any further or additional
instruments and perform any acts which may become reasonably necessary to effectuate and carry out the purposes of this CB.


 


5.9        Severability.
If any provision of this CB shall be held to be invalid or unenforceable, such determination shall not affect the remaining provisions
of this CB.


 


5.10      Amendments.
This CB may not be altered or amended, and no right under this CB may be waived, except by a writing executed by the Parties to
this CB or except as otherwise provided in this CB. No waiver of any term, provision or condition of this CB, in any one or more
instances, shall be deemed or construed as a further or continuing waiver of any such term, provision, or condition, or as a waiver
of any other term, provision, or condition of this CB.


 


5.11      Headings.
The headings in this CB are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


[Remainder of Page Intentionally Left Blank; Signature Page
Follows]


 




     


     


    

 





IN WITNESS WHEREOF, the undersigned have executed this CB as
of 'the date first set forth above.


 


	 	SEVEN STARS CLOUD GROUP, INC.,
	 	 	 
	 	By:	/s/ Bruno Wu
	 	Name:	Bruno Wu
	 	Title :	CEO and Chairman


 





	 	ADVANTECH CAPITAL lNVESTMENT II
    LlMITED
	 	 	 
	 	By:	/s/ Wong
    kok wai          29 JUN 2018
	 	Name:	Wong kok wai
	 	Title :	Director


 


[Signature Page – Convertible Bond]