Exhibit
10.1


 


 


October
25, 2017


 


CM
Seven Star Acquisition Corporation


Suite
1003-1004, 10/F, ICBC Tower


Three
Garden Road, Central, Hong Kong


 


EarlyBirdCapital,
Inc.


366
Madison Avenue, 8th Floor


New
York, NY 10017


 


Re:
       Initial Public Offering


 


Gentlemen:


 


This
letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between CM Seven Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named
in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the
“IPO”) of the Company’s units (the “Units”), each comprised of one ordinary
share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one-half of a redeemable
warrant (the “Warrants”), each whole redeemable Warrant entitling the holder thereof to purchase one
Ordinary Share at a price of $11.50 per share, and one right to receive one-tenth of an Ordinary Share (the “Rights”).
Certain capitalized terms used herein are defined in paragraph 14 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in
recognition of the benefit that such IPO will confer upon the undersigned as a shareholder of the Company, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the
Company as follows:


 


1.          If
the Company solicits approval of its shareholders of a Business Combination, the undersigned will vote all Ordinary shares beneficially
owned by him, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2.          (a)   
In the event that the Company fails to consummate a Business Combination within 15 months from the closing of the Company’s
IPO (or, if such time period is extended as described in the prospectus relating to the IPO, up to 18 months from the closing
of the Company’s IPO), the undersigned shall take all reasonable steps to (i) cause the Trust Fund to be liquidated and
distributed to the holders of IPO Shares and (ii) cause the Company to liquidate as soon as reasonably practicable.


 






    	 



     


    

 


(b)   
The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund
and any remaining net assets of the Company as a result of such liquidation with respect to his Insider Shares (“Claim”)
and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements
with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. The undersigned acknowledges and
agrees that there will be no distribution from the Trust Fund with respect to any Warrants or Rights underlying the Private Units,
all rights of which will terminate on the Company’s liquidation.


 


3.        
  The undersigned will escrow all of his Insider Shares pursuant to the terms of a Stock Escrow Agreement which the
Company will enter into with the undersigned and an escrow agent acceptable to the Company.


 


4.      
   In order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned
agrees to present to the Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity
to acquire a target business, until the earlier of the consummation by the Company of a Business Combination or the liquidation
of the Company, subject to any pre-existing fiduciary and contractual obligations the undersigned might have.


 


5.       
  The undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business
that is affiliated with any Insiders of the Company or their affiliates, including any company that is a portfolio company of,
or otherwise affiliated with, or has received financial investment from, an entity with which any Insider or their affiliates
is affiliated, such transaction must be approved by a majority of the Company’s disinterested independent directors and
the Company must obtain an opinion from an independent investment banking firm or another independent entity that commonly renders
valuation opinions on the type of target business the Company is seeking to acquire that such Business Combination is fair to
the Company’s unaffiliated shareholders from a financial point of view.


 


6.          Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
and no such person will accept any compensation or other cash payment prior to, or for services rendered in connection with, the
consummation of the Business Combination; provided that the Company shall be allowed to make the payments set forth in
the Registration Statement under the caption “Prospectus Summary – The Offering – Limited Payments to Insiders.”


 


7.          Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
or accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned
or any affiliate of the undersigned originates a Business Combination.


 






    	 



     


    

 


8.          The
undersigned agrees to be the Chief Operating Officer of the Company until the earlier of the consummation by the Company of a
Business Combination or the liquidation of the Company. The undersigned’s biographical information previously furnished
to the Company and the Representative is true and accurate in all material respects, does not omit any material information with
respect to the undersigned’s biography and contains all of the information required to be disclosed pursuant to Item 401
of Regulation S-K, promulgated under the Securities Act of 1933. The undersigned’s FINRA Questionnaire previously furnished
to the Company and the Representative is true and accurate in all material respects. The undersigned represents and warrants that:


 


		(a)	he
                                         has never had a petition under the federal bankruptcy laws or any state insolvency law
                                         been filed by or against (i) him or any partnership in which he was a general partner
                                         at or within two years before the time of filing; or (ii) any corporation or business
                                         association of which he was an executive officer at or within two years before the time
                                         of such filing;



 


		(b)	he
                                         has never had a receiver, fiscal agent or similar officer been appointed by a court for
                                         his business or property, or any such partnership;



 


		(c)	he
                                         has never been convicted of fraud in a civil or criminal proceeding;



 


		(d)	he
                                         has never been convicted in a criminal proceeding or named the subject of a pending criminal
                                         proceeding (excluding traffic violations and minor offenses);



 


		(e)	he
                                         has never been the subject of any order, judgment or decree, not subsequently reversed,
                                         suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
                                         enjoining or otherwise limiting him from (i) acting as a futures commission merchant,
                                         introducing broker, commodity trading advisor, commodity pool operator, floor broker,
                                         leverage transaction merchant, any other person regulated by the Commodity Futures Trading
                                         Commission (“CFTC”) or an associated person of any of the foregoing, or as
                                         an investment adviser, underwriter, broker or dealer in securities, or as an affiliated
                                         person, director or employee of any investment company, bank, savings and loan association
                                         or insurance company, or from engaging in or continuing any conduct or practice in connection
                                         with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging
                                         in any activity in connection with the purchase or sale of any security or commodity
                                         or in connection with any violation of federal or state securities or federal commodities
                                         laws;



 






    	 



     


    

 


		(f)	he
                                         has never been the subject of any order, judgment or decree, not subsequently reversed,
                                         suspended or vacated, of any federal or state authority barring, suspending or otherwise
                                         limiting for more than 60 days his right to engage in any activity described in 9(e)(i)
                                         above, or to be associated with persons engaged in any such activity;



 


		(g)	he
                                         has never been found by a court of competent jurisdiction in a civil action or by the
                                         SEC to have violated any federal or state securities law, where the judgment in such
                                         civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;



 


		(h)	he
                                         has never been found by a court of competent jurisdiction in a civil action or by the
                                         CFTC to have violated any federal commodities law, where the judgment in such civil action
                                         or finding by the CFTC has not been subsequently reversed, suspended or vacated;



 


		(i)	he
                                         has never been the subject of, or a party to, any Federal or State judicial or administrative
                                         order, judgment, decree or finding, not subsequently reversed, suspended or vacated,
                                         relating to an alleged violation of (i) any Federal or State securities or commodities
                                         law or regulation, (ii) any law or regulation respecting financial institutions or insurance
                                         companies including, but not limited to, a temporary or permanent injunction, order of
                                         disgorgement or restitution, civil money penalty or temporary or permanent cease-and
                                         desist order, or removal or prohibition order or (iii) any law or regulation prohibiting
                                         mail or wire fraud or fraud in connection with any business entity;



 


		(j)	he
                                         has never been the subject of, or party to, any sanction or order, not subsequently reversed,
                                         suspended or vacated, or any self-regulatory organization, any registered entity, or
                                         any equivalent exchange, association, entity or organization that has disciplinary authority
                                         over its members or persons associated with a member;



 


		(k)	he
                                         has never been convicted of any felony or misdemeanor: (i) in connection with the purchase
                                         or sale of any security; (ii) involving the making of any false filing with the SEC;
                                         or (iii) arising out of the conduct of the business of an underwriter, broker, dealer,
                                         municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;



 


		(l)	he
                                         was never subject to a final order of a state securities commission (or an agency of
                                         officer of a state performing like functions); a state authority that supervises or examines
                                         banks, savings associations, or credit unions; a state insurance commission (or an agency
                                         or officer of a state performing like functions); an appropriate federal banking agency;
                                         the CFTC; or the National Credit Union Administration that is based on a violation of
                                         any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct;



 






    	 



     


    

 


		(m)	he
                                         has never been subject to any order, judgment or decree of any court of competent jurisdiction,
                                         that, at the time of such sale, restrained or enjoined him from engaging or continuing
                                         to engage in any conduct or practice: (i) in connection with the purchase or sale of
                                         any security; (ii) involving the making of any false filing with the SEC; or (iii) arising
                                         out of the conduct of the business of an underwriter, broker, dealer, municipal securities
                                         dealer, investment adviser or paid solicitor of purchasers of securities;



 


		(n)	he
                                         has never been subject to any order of the SEC that orders him to cease and desist from
                                         committing or causing a future violation of: (i) any scienter-based anti-fraud provision
                                         of the federal securities laws, including, but not limited to, Section 17(a)(1) of the
                                         Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section
                                         206(1) of the Advisers Act or any other rule or regulation thereunder; or (ii) Section
                                         5 of the Securities Act;



 


		(o)	he
                                         has never been named as an underwriter in any registration statement or Regulation A
                                         offering statement filed with the SEC that was the subject of a refusal order, stop order,
                                         or order suspending the Regulation A exemption, or is, currently, the subject of an investigation
                                         or proceeding to determine whether a stop order or suspension order should be issued;



 


		(p)	he
                                         has never been subject to a United States Postal Service false representation order,
                                         or is currently subject to a temporary restraining order or preliminary injunction with
                                         respect to conduct alleged by the United States Postal Service to constitute a scheme
                                         or device for obtaining money or property through the mail by means of false representations;



 


		(q)	he
                                         is not subject to a final order of a state securities commission (or an agency of officer
                                         of a state performing like functions); a state authority that supervises or examines
                                         banks, savings associations, or credit unions; a state insurance commission (or an agency
                                         or officer of a state performing like functions); an appropriate federal banking agency;
                                         the CFTC; or the National Credit Union Administration that bars the undersigned from:
                                         (i) association with an entity regulated by such commission, authority, agency or officer;
                                         (ii) engaging in the business of securities, insurance or banking; or (iii) engaging
                                         in savings association or credit union activities;



 






    	 



     


    

 


		(r)	he
                                         is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of
                                         the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e)
                                         or 203(f) of the Investment Advisers Act of 1940 (the “Advisers Act”) that:
                                         (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal
                                         securities dealer or investment adviser; (ii) places limitations on the activities, functions
                                         or operations of, or imposes civil money penalties on, such person; or (iii) bars the
                                         undersigned from being associated with any entity or from participating in the offering
                                         of any penny stock; and



 


		(s)	he
                                         has never been suspended or expelled from membership in, or suspended or barred from
                                         association with a member of, a securities self-regulatory organization (e.g., a registered
                                         national securities exchange or a registered national or affiliated securities association)
                                         for any act or omission to act constituting conduct inconsistent with just and equitable
                                         principles of trade.



 


9.            The
undersigned has full right and power, without violating any agreement by which he is bound, to enter into this letter agreement
and to serve as an officer of the Company.


 


10.          The
undersigned hereby waives his right to exercise conversion rights with respect to any Ordinary Shares owned or to be owned by
the undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket,
and agrees that he will not seek conversion with respect to or otherwise sell, such shares in connection with any vote to approve
a Business Combination with respect thereto or a vote to amend the provisions of the Company’s Amended and Restated Memorandum
and Articles of Association.


 


11.          The
undersigned hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum
and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation
of a Business Combination unless the Company offers dissenting holders the right to receive their pro rata portion of the funds
then held in the Trust Fund.


 


12.          In
connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed
by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that
would result in the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding
or claim arising out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration
in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration
shall be brought before the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be
conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that
the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom
enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal
fees and expenses, shall be borne by the non-prevailing party or as otherwise directed by the arbitrators.


 






    	 



     


    

 


13.          As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities; (ii)
“Insiders” shall mean all officers, directors and shareholders of the Company immediately prior to the
IPO; (iii) “Insider Shares” shall mean all of the Ordinary Shares of the Company acquired by an Insider
prior to the IPO and any Ordinary Shares underlying the Private Units; (iv) “IPO Shares” shall mean
the Ordinary Shares issued in the Company’s IPO; (v) “Private Units” shall mean (x) the Units
purchased in the private placement taking place simultaneously with the consummation of the Company’s IPO and (y) the additional
Units that may be purchased in connection with the exercise of the over-allotment option by the underwriters in the IPO as described
in the Registration Statement; (vi) “Registration Statement” means the registration statements on Form
S-1 filed by the Company with respect to the IPO; and (vii) “Trust Fund” shall mean the trust fund into
which a portion of the net proceeds of the Company’s IPO will be deposited.


 


14.          Any
notice, consent or request to be given in connection with any of the terms or provisions of this letter agreement shall be in
writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by
hand delivery or facsimile transmission.


 


If
to the Representative:


 


EarlyBirdCapital,
Inc.


366
Madison Avenue, 8th Floor


New
York, NY 10017


Attn:
Steven Levine


Facsimile:
(212) 661-4936


 


If
to the Company:


 


CM
Seven Star Acquisition Corporation


Suite
1003-1004, 10/F, ICBC Tower


Three
Garden Road, Central, Hong Kong


Attn:
Bing Lin


 


with
a copy (which copy shall not constitute notice) to:


 


Loeb
& Loeb LLP


345
Park Avenue


New
York, NY 10154


Attn:
Giovanni Caruso, Esq.


Facsimile:
(212) 407-4990


 






    	 



     


    

 


15.          No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding
on the parties hereto and any successors and assigns thereof.


 


16.          The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO.


 




    	 



     


    

 





	 	 	Alan
    Chow	 
	 	 	Print
    Name of Insider
	 	 	 
	 	 	/s/
    Alan Chow
	 	 	Signature	 



 



    	 



     


    


 






October
25, 2017


 





CM Seven Star Acquisition Corporation


Suite 1003-1004, 10/F, ICBC Tower


Three Garden Road, Central, Hong Kong


 


EarlyBirdCapital, Inc.


366 Madison Avenue, 8th
Floor


New York, NY 10017


 


Re:       Initial
Public Offering


 


Gentlemen:


 


This
letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between CM Seven Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named
in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the
“IPO”) of the Company’s units (the “Units”), each comprised of one ordinary
share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one-half of a redeemable
warrant (the “Warrants”), each whole redeemable Warrant entitling the holder thereof to purchase one
Ordinary Share at a price of $11.50 per share, and one right to receive one-tenth of an Ordinary Share (the “Rights”).
Certain capitalized terms used herein are defined in paragraph 14 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in
recognition of the benefit that such IPO will confer upon the undersigned as a shareholder of the Company, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the
Company as follows:


 


1.          If
the Company solicits approval of its shareholders of a Business Combination, the undersigned will vote all Ordinary shares beneficially
owned by him, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2.          (a)
In the event that the Company fails to consummate a Business Combination within 15 months from the closing of the Company’s
IPO (or, if such time period is extended as described in the prospectus relating to the IPO, up to 18 months from the closing
of the Company’s IPO), the undersigned shall take all reasonable steps to (i) cause the Trust Fund to be liquidated and
distributed to the holders of IPO Shares and (ii) cause the Company to liquidate as soon as reasonably practicable.


 



    	 



     


    




 


(b)
     The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund
and any remaining net assets of the Company as a result of such liquidation with respect to his Insider Shares (“Claim”)
and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements
with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. The undersigned acknowledges and
agrees that there will be no distribution from the Trust Fund with respect to any Warrants or Rights underlying the Private Units,
all rights of which will terminate on the Company’s liquidation.


 


(c)

     In the event of the liquidation of the Trust Fund, the undersigned agrees to indemnify and hold harmless the Company against any
and all loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses
reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim
whatsoever) which the Company may become subject as a result of any claim by any target business or vendor or other person who
is owed money by the Company for services rendered or products sold or contracted for, but only to the extent necessary to ensure
that such loss, liability, claim, damage or expense does not reduce the amount of funds in the Trust Fund; provided that
such indemnity shall not apply if such target business, vendor or other person has executed an agreement waiving any claims against
the Trust Fund.


 


3.          The
undersigned will escrow all of his Insider Shares pursuant to the terms of a Stock Escrow Agreement which the Company will enter
into with the undersigned and an escrow agent acceptable to the Company.


 


4.          In
order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present
to the Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire
a target business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company,
subject to any pre-existing fiduciary and contractual obligations the undersigned might have.


 


5.          The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated
with any Insiders of the Company or their affiliates, including any company that is a portfolio company of, or otherwise affiliated
with, or has received financial investment from, an entity with which any Insider or their affiliates is affiliated, such transaction
must be approved by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion
from an independent investment banking firm or another independent entity that commonly renders valuation opinions on the type
of target business the Company is seeking to acquire that such Business Combination is fair to the Company’s unaffiliated
shareholders from a financial point of view.


 



    	 



     


    




 


6.          Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
and no such person will accept any compensation or other cash payment prior to, or for services rendered in connection with, the
consummation of the Business Combination; provided that the Company shall be allowed to make the payments set forth in
the Registration Statement under the caption “Prospectus Summary – The Offering – Limited Payments to Insiders.”


 


7.          Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
or accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned
or any affiliate of the undersigned originates a Business Combination.


 


8.          The
undersigned agrees to be the Chairman and Chief Executive Officer of the Company until the earlier of the consummation by the
Company of a Business Combination or the liquidation of the Company. The undersigned’s biographical information previously
furnished to the Company and the Representative is true and accurate in all material respects, does not omit any material information
with respect to the undersigned’s biography and contains all of the information required to be disclosed pursuant to Item
401 of Regulation S-K, promulgated under the Securities Act of 1933. The undersigned’s FINRA Questionnaire previously furnished
to the Company and the Representative is true and accurate in all material respects. The undersigned represents and warrants that:


 


		(a)	he has never had a petition under the federal bankruptcy laws or any state insolvency law been filed by or against (i) him
or any partnership in which he was a general partner at or within two years before the time of filing; or (ii) any corporation
or business association of which he was an executive officer at or within two years before the time of such filing;



 


		(b)	he has never had a receiver, fiscal agent or similar officer been appointed by a court for his business or property, or any
such partnership;



 


		(c)	he has never been convicted of fraud in a civil or criminal proceeding;



 


		(d)	he has never been convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic
violations and minor offenses);



 






    	 



     


    

 


		(e)	he has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court
of competent jurisdiction, permanently or temporarily enjoining or otherwise limiting him from (i) acting as a futures commission
merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant,
any other person regulated by the Commodity Futures Trading Commission (“CFTC”) or an associated person of any of the
foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee
of any investment company, bank, savings and loan association or insurance company, or from engaging in or continuing any conduct
or practice in connection with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging in any activity
in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities
or federal commodities laws;



 


		(f)	he has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal
or state authority barring, suspending or otherwise limiting for more than 60 days his right to engage in any activity described
in 9(e)(i) above, or to be associated with persons engaged in any such activity;



 


		(g)	he has never been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or
state securities law, where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended
or vacated;



 


		(h)	he has never been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal
commodities law, where the judgment in such civil action or finding by the CFTC has not been subsequently reversed, suspended or
vacated;



 


		(i)	he has never been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree or
finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities
or commodities law or regulation, (ii) any law or regulation respecting financial institutions or insurance companies including,
but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary
or permanent cease-and desist order, or removal or prohibition order or (iii) any law or regulation prohibiting mail or wire fraud
or fraud in connection with any business entity;



 


		(j)	he has never been the subject of, or party to, any sanction or order, not subsequently reversed, suspended or vacated, or any
self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a member;



 






    	 



     


    

 


		(k)	he has never been convicted of any felony or misdemeanor: (i) in connection with the purchase or sale of any security; (ii)
involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker,
dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;



 


		(l)	he was never subject to a final order of a state securities commission (or an agency of officer of a state performing like
functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission
(or an agency or officer of a state performing like functions); an appropriate federal banking agency; the CFTC; or the National
Credit Union Administration that is based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive
conduct;



 


		(m)	he has never been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the time of such
sale, restrained or enjoined him from engaging or continuing to engage in any conduct or practice: (i) in connection with the purchase
or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the
business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of
securities;



 


		(n)	he has never been subject to any order of the SEC that orders him to cease and desist from committing or causing a future violation
of: (i) any scienter-based anti-fraud provision of the federal securities laws, including, but not limited to, Section 17(a)(1)
of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 206(1) of the Advisers Act or any
other rule or regulation thereunder; or (ii) Section 5 of the Securities Act;



 


		(o)	he has never been named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC
that was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently, the subject
of an investigation or proceeding to determine whether a stop order or suspension order should be issued;



 


		(p)	he has never been subject to a United States Postal Service false representation order, or is currently subject to a temporary
restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a
scheme or device for obtaining money or property through the mail by means of false representations;



 






    	 



     


    

 


		(q)	he is not subject to a final order of a state securities commission (or an agency of officer of a state performing like functions);
a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an
agency or officer of a state performing like functions); an appropriate federal banking agency; the CFTC; or the National Credit
Union Administration that bars the undersigned from: (i) association with an entity regulated by such commission, authority, agency
or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association or credit
union activities;



 


		(r)	he is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934
(the “Exchange Act”) or section 203(e) or 203(f) of the Investment Advisers Act of 1940 (the “Advisers Act”)
that: (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal securities dealer or investment
adviser; (ii) places limitations on the activities, functions or operations of, or imposes civil money penalties on, such person;
or (iii) bars the undersigned from being associated with any entity or from participating in the offering of any penny stock; and



 


		(s)	he has never been suspended or expelled from membership in, or suspended or barred from association with a member of, a securities
self-regulatory organization (e.g., a registered national securities exchange or a registered national or affiliated securities
association) for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade.



 


9.          The
undersigned has full right and power, without violating any agreement by which he is bound, to enter into this letter agreement
and to serve as a Director and officer of the Company.


 


10.          The
undersigned hereby waives his right to exercise conversion rights with respect to any Ordinary Shares owned or to be owned by
the undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket,
and agrees that he will not seek conversion with respect to or otherwise sell, such shares in connection with any vote to approve
a Business Combination with respect thereto or a vote to amend the provisions of the Company’s Amended and Restated Memorandum
and Articles of Association.


 


11.        The
undersigned hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum
and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation
of a Business Combination unless the Company offers dissenting holders the right to receive their pro rata portion of the funds
then held in the Trust Fund.


 






    	 



     


    

 


12.        In
connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed
by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that
would result in the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding
or claim arising out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration
in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”).
The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York City,
New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes
Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the
party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s
legal fees and expenses, shall be borne by the non-prevailing party or as otherwise directed by the arbitrators.


 


13.        As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities; (ii)
“Insiders” shall mean all officers, directors and shareholders of the Company immediately prior to the
IPO; (iii) “Insider Shares” shall mean all of the Ordinary Shares of the Company acquired by an Insider
prior to the IPO and any Ordinary Shares underlying the Private Units; (iv) “IPO Shares” shall mean
the Ordinary Shares issued in the Company’s IPO; (v) “Private Units” shall mean (x) the Units
purchased in the private placement taking place simultaneously with the consummation of the Company’s IPO and (y) the additional
Units that may be purchased in connection with the exercise of the over-allotment option by the underwriters in the IPO as described
in the Registration Statement; (vi) “Registration Statement” means the registration statement on Form
S-1 filed by the Company with respect to the IPO; and (vii) “Trust Fund” shall mean the trust fund into
which a portion of the net proceeds of the Company’s IPO will be deposited.


 


14.        Any
notice, consent or request to be given in connection with any of the terms or provisions of this letter agreement shall be in
writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by
hand delivery or facsimile transmission.


 


If to the Representative:


 


EarlyBirdCapital, Inc.


366 Madison Avenue, 8th
Floor


New York, NY 10017


Attn: Steven Levine


Facsimile: (212) 661-4936


 






    	 



     


    

 


If to the Company:


 


CM Seven Star Acquisition Corporation


Suite 1003-1004, 10/F, ICBC Tower


Three Garden Road, Central, Hong Kong


Attn: Bing Lin


 


with a copy (which copy shall not constitute
notice) to:


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


Attn: Giovanni Caruso, Esq.


Facsimile: (212) 407-4990


 


15.        No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding
on the parties hereto and any successors and assigns thereof.


 


16.        The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO.


 






    	 



     


    

 





	 	Bing Lin
	 	Print Name of Insider
	 	 
	 	/s/ Bing Lin
	 	Signature







 



    	 



     


    



  


October
25, 2017


 


CM
Seven Star Acquisition Corporation 


Suite
1003-1004, 10/F, ICBC Tower 


Three
Garden Road, Central, Hong Kong 


 


EarlyBirdCapital,
Inc. 


366
Madison Avenue, 8th Floor 


New
York, NY 10017


 


		Re:	Initial
Public Offering



 


Gentlemen:


 


 This
letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between CM Seven Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named
in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the
“IPO”) of the Company’s units (the “Units”), each comprised of one ordinary
share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one-half of a redeemable
warrant (the “Warrants”), each whole redeemable Warrant entitling the holder thereof to purchase one
Ordinary Share at a price of $11.50 per share, and one right to receive one-tenth of an Ordinary Share (the “Rights”).
Certain capitalized terms used herein are defined in paragraph 14 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in
recognition of the benefit that such IPO will confer upon the undersigned as a shareholder of the Company, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the
Company as follows:


 


1.          If
the Company solicits approval of its shareholders of a Business Combination, the undersigned will vote all Ordinary shares beneficially
owned by him, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2.          (a)
In the event that the Company fails to consummate a Business Combination within 15 months from the closing of the Company’s
IPO (or, if such time period is extended as described in the prospectus relating to the IPO, up to 18 months from the closing
of the Company’s IPO), the undersigned shall take all reasonable steps to (i) cause the Trust Fund to be liquidated and
distributed to the holders of IPO Shares and (ii) cause the Company to liquidate as soon as reasonably practicable.


 






    	 



     


    

 


(b)
The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund
and any remaining net assets of the Company as a result of such liquidation with respect to his Insider Shares (“Claim”)
and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements
with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. The undersigned acknowledges and
agrees that there will be no distribution from the Trust Fund with respect to any Warrants or Rights underlying the Private Units,
all rights of which will terminate on the Company’s liquidation.


 


3.          The
undersigned will escrow all of his Insider Shares pursuant to the terms of a Stock Escrow Agreement which the Company will enter
into with the undersigned and an escrow agent acceptable to the Company.


 


4.          In
order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present
to the Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire
a target business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company,
subject to any pre-existing fiduciary and contractual obligations the undersigned might have.


 


5.          The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated
with any Insiders of the Company or their affiliates, including any company that is a portfolio company of, or otherwise affiliated
with, or has received financial investment from, an entity with which any Insider or their affiliates is affiliated, such transaction
must be approved by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion
from an independent investment banking firm or another independent entity that commonly renders valuation opinions on the type
of target business the Company is seeking to acquire that such Business Combination is fair to the Company’s unaffiliated
shareholders from a financial point of view.


 


6.          Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
and no such person will accept any compensation or other cash payment prior to, or for services rendered in connection with, the
consummation of the Business Combination; provided that the Company shall be allowed to make the payments set forth in
the Registration Statement under the caption “Prospectus Summary – The Offering – Limited Payments to Insiders.”







 


7.          Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
or accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned
or any affiliate of the undersigned originates a Business Combination.


 






    	 



     


    

 


8.          The
undersigned agrees to be a Director of the Company until the earlier of the consummation by the Company of a Business Combination
or the liquidation of the Company. The undersigned’s biographical information previously furnished to the Company and the
Representative is true and accurate in all material respects, does not omit any material information with respect to the undersigned’s
biography and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under
the Securities Act of 1933. The undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative
is true and accurate in all material respects. The undersigned represents and warrants that:


 


		(a)	he
                                         has never had a petition under the federal bankruptcy laws or any state insolvency law
                                         been filed by or against (i) him or any partnership in which he was a general partner
                                         at or within two years before the time of filing; or (ii) any corporation or business
                                         association of which he was an executive officer at or within two years before the time
                                         of such filing;



 


		(b)	he
                                         has never had a receiver, fiscal agent or similar officer been appointed by a court for
                                         his business or property, or any such partnership;



 


		(c)	he
                                         has never been convicted of fraud in a civil or criminal proceeding;



 


		(d)	he
                                         has never been convicted in a criminal proceeding or named the subject of a pending criminal
                                         proceeding (excluding traffic violations and minor offenses);



 


		(e)	he
                                         has never been the subject of any order, judgment or decree, not subsequently reversed,
                                         suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
                                         enjoining or otherwise limiting him from (i) acting as a futures commission merchant,
                                         introducing broker, commodity trading advisor, commodity pool operator, floor broker,
                                         leverage transaction merchant, any other person regulated by the Commodity Futures Trading
                                         Commission (“CFTC”) or an associated person of any of the foregoing, or as
                                         an investment adviser, underwriter, broker or dealer in securities, or as an affiliated
                                         person, director or employee of any investment company, bank, savings and loan association
                                         or insurance company, or from engaging in or continuing any conduct or practice in connection
                                         with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging
                                         in any activity in connection with the purchase or sale of any security or commodity
                                         or in connection with any violation of federal or state securities or federal commodities
                                         laws;



 






    	 



     


    

 


		(f)	he
                                         has never been the subject of any order, judgment or decree, not subsequently reversed,
                                         suspended or vacated, of any federal or state authority barring, suspending or otherwise
                                         limiting for more than 60 days his right to engage in any activity described in 9(e)(i)
                                         above, or to be associated with persons engaged in any such activity;



 


		(g)	he
                                         has never been found by a court of competent jurisdiction in a civil action or by the
                                         SEC to have violated any federal or state securities law, where the judgment in such
                                         civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;



 


		(h)	he
                                         has never been found by a court of competent jurisdiction in a civil action or by the
                                         CFTC to have violated any federal commodities law, where the judgment in such civil action
                                         or finding by the CFTC has not been subsequently reversed, suspended or vacated;



 


		(i)	he
                                         has never been the subject of, or a party to, any Federal or State judicial or administrative
                                         order, judgment, decree or finding, not subsequently reversed, suspended or vacated,
                                         relating to an alleged violation of (i) any Federal or State securities or commodities
                                         law or regulation, (ii) any law or regulation respecting financial institutions or insurance
                                         companies including, but not limited to, a temporary or permanent injunction, order of
                                         disgorgement or restitution, civil money penalty or temporary or permanent cease-and
                                         desist order, or removal or prohibition order or (iii) any law or regulation prohibiting
                                         mail or wire fraud or fraud in connection with any business entity;



 


		(j)	he
                                         has never been the subject of, or party to, any sanction or order, not subsequently reversed,
                                         suspended or vacated, or any self-regulatory organization, any registered entity, or
                                         any equivalent exchange, association, entity or organization that has disciplinary authority
                                         over its members or persons associated with a member;



 


		(k)	he
                                         has never been convicted of any felony or misdemeanor: (i) in connection with the purchase
                                         or sale of any security; (ii) involving the making of any false filing with the SEC;
                                         or (iii) arising out of the conduct of the business of an underwriter, broker, dealer,
                                         municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;








 


		(l)	he
                                         was never subject to a final order of a state securities commission (or an agency of
                                         officer of a state performing like functions); a state authority that supervises or examines
                                         banks, savings associations, or credit unions; a state insurance commission (or an agency
                                         or officer of a state performing like functions); an appropriate federal banking agency;
                                         the CFTC; or the National Credit Union Administration that is based on a violation of
                                         any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct;



 






    	 



     


    

 


		(m)	he
                                         has never been subject to any order, judgment or decree of any court of competent jurisdiction,
                                         that, at the time of such sale, restrained or enjoined him from engaging or continuing
                                         to engage in any conduct or practice: (i) in connection with the purchase or sale of
                                         any security; (ii) involving the making of any false filing with the SEC; or (iii) arising
                                         out of the conduct of the business of an underwriter, broker, dealer, municipal securities
                                         dealer, investment adviser or paid solicitor of purchasers of securities;



 


		(n)	he
                                         has never been subject to any order of the SEC that orders him to cease and desist from
                                         committing or causing a future violation of: (i) any scienter-based anti-fraud provision
                                         of the federal securities laws, including, but not limited to, Section 17(a)(1) of the
                                         Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section
                                         206(1) of the Advisers Act or any other rule or regulation thereunder; or (ii) Section
                                         5 of the Securities Act;



 


		(o)	he
                                         has never been named as an underwriter in any registration statement or Regulation A
                                         offering statement filed with the SEC that was the subject of a refusal order, stop order,
                                         or order suspending the Regulation A exemption, or is, currently, the subject of an investigation
                                         or proceeding to determine whether a stop order or suspension order should be issued;



 


		(p)	he
                                         has never been subject to a United States Postal Service false representation order,
                                         or is currently subject to a temporary restraining order or preliminary injunction with
                                         respect to conduct alleged by the United States Postal Service to constitute a scheme
                                         or device for obtaining money or property through the mail by means of false representations;



 


		(q)	he
                                         is not subject to a final order of a state securities commission (or an agency of officer
                                         of a state performing like functions); a state authority that supervises or examines
                                         banks, savings associations, or credit unions; a state insurance commission (or an agency
                                         or officer of a state performing like functions); an appropriate federal banking agency;
                                         the CFTC; or the National Credit Union Administration that bars the undersigned from:
                                         (i) association with an entity regulated by such commission, authority, agency or officer;
                                         (ii) engaging in the business of securities, insurance or banking; or (iii) engaging
                                         in savings association or credit union activities;



 






    	 



     


    

 


		(r)	he
                                         is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of
                                         the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e)
                                         or 203(f) of the Investment Advisers Act of 1940 (the “Advisers Act”) that:
                                         (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal
                                         securities dealer or investment adviser; (ii) places limitations on the activities, functions
                                         or operations of, or imposes civil money penalties on, such person; or (iii) bars the
                                         undersigned from being associated with any entity or from participating in the offering
                                         of any penny stock; and



 


		(s)	he
                                         has never been suspended or expelled from membership in, or suspended or barred from
                                         association with a member of, a securities self-regulatory organization (e.g., a registered
                                         national securities exchange or a registered national or affiliated securities association)
                                         for any act or omission to act constituting conduct inconsistent with just and equitable
                                         principles of trade.



 


9.          The
undersigned has full right and power, without violating any agreement by which he is bound, to enter into this letter agreement
and to serve as a Director of the Company.


 


10.        The
undersigned hereby waives his right to exercise conversion rights with respect to any Ordinary Shares owned or to be owned by
the undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket,
and agrees that he will not seek conversion with respect to or otherwise sell, such shares in connection with any vote to approve
a Business Combination with respect thereto or a vote to amend the provisions of the Company’s Amended and Restated Memorandum
and Articles of Association.


 


11.        The
undersigned hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum
and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation
of a Business Combination unless the Company offers dissenting holders the right to receive their pro rata portion of the funds
then held in the Trust Fund.


 


12.        In
connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed
by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that
would result in the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding
or claim arising out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration
in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration
shall be brought before the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be
conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that
the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom
enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal
fees and expenses, shall be borne by the non-prevailing party or as otherwise directed by the arbitrators.


 






    	 



     


    

 


13.        As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities; (ii)
“Insiders” shall mean all officers, directors and shareholders of the Company immediately prior to the
IPO; (iii) “Insider Shares” shall mean all of the Ordinary Shares of the Company acquired by an Insider
prior to the IPO and any Ordinary Shares underlying the Private Units; (iv) “IPO Shares” shall mean
the Ordinary Shares issued in the Company’s IPO; (v) “Private Units” shall mean (x) the Units
purchased in the private placement taking place simultaneously with the consummation of the Company’s IPO and (y) the additional
Units that may be purchased in connection with the exercise of the over-allotment option by the underwriters in the IPO as described
in the Registration Statement; (vi) “Registration Statement” means the registration statements on Form
S-1 filed by the Company with respect to the IPO; and (vii) “Trust Fund” shall mean the trust fund into
which a portion of the net proceeds of the Company’s IPO will be deposited.


 


14.        Any
notice, consent or request to be given in connection with any of the terms or provisions of this letter agreement shall be in
writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by
hand delivery or facsimile transmission.


 


If
to the Representative:


 


EarlyBirdCapital,
Inc. 


366
Madison Avenue, 8th Floor 


New
York, NY 10017 


Attn:
Steven Levine 


Facsimile:
(212) 661-4936


 


If
to the Company:


 


CM
Seven Star Acquisition Corporation 


Suite
1003-1004, 10/F, ICBC Tower 


Three
Garden Road, Central, Hong Kong 


Attn:
Bing Lin


 


with
a copy (which copy shall not constitute notice) to:




 


Loeb
& Loeb LLP 


345
Park Avenue 


New
York, NY 10154 


Attn:
Giovanni Caruso, Esq. 


Facsimile:
(212) 407-4990


 






    	 



     


    

 


15.        No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding
on the parties hereto and any successors and assigns thereof.


 


16.        The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO.


 




    	 



     


    

 





 


	 	Jiong Shao 
	 	Print Name of Insider
	 	 
	 	/s/ Jiong Shao 
	 	Signature



  



    	 



     


    



 


October
25, 2017


 


CM
Seven Star Acquisition Corporation


Suite
1003-1004, 10/F, ICBC Tower


Three
Garden Road, Central, Hong Kong


 


EarlyBirdCapital,
Inc.


366
Madison Avenue, 8th Floor


New
York, NY 10017


 


		Re:	Initial
Public Offering



 


Gentlemen:


 


This
letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between CM Seven Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named
in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the
“IPO”) of the Company’s units (the “Units”), each comprised of one ordinary
share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one-half of a redeemable
warrant (the “Warrants”), each whole redeemable Warrant entitling the holder thereof to purchase one
Ordinary Share at a price of $11.50 per share, and one right to receive one-tenth of an Ordinary Share (the “Rights”).
Certain capitalized terms used herein are defined in paragraph 14 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in
recognition of the benefit that such IPO will confer upon the undersigned as a shareholder of the Company, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the
Company as follows:


 


1.           If
the Company solicits approval of its shareholders of a Business Combination, the undersigned will vote all Ordinary shares beneficially
owned by her whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2.           (a)
In the event that the Company fails to consummate a Business Combination within 15 months from the closing of the Company’s
IPO (or, if such time period is extended as described in the prospectus relating to the IPO, up to 18 months from the closing
of the Company’s IPO), the undersigned shall take all reasonable steps to (i) cause the Trust Fund to be liquidated and
distributed to the holders of IPO Shares and (ii) cause the Company to liquidate as soon as reasonably practicable.


 






    	 



     


    

 


 (b)
The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund
and any remaining net assets of the Company as a result of such liquidation with respect to her Insider Shares (“Claim”)
and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements
with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. The undersigned acknowledges and
agrees that there will be no distribution from the Trust Fund with respect to any Warrants or Rights underlying the Private Units,
all rights of which will terminate on the Company’s liquidation.


 


3.           The
undersigned will escrow all of her Insider Shares pursuant to the terms of a Stock Escrow Agreement which the Company will enter
into with the undersigned and an escrow agent acceptable to the Company.


 


4.           In
order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present
to the Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire
a target business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company,
subject to any pre-existing fiduciary and contractual obligations the undersigned might have.


 


5.           The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated
with any Insiders of the Company or their affiliates, including any company that is a portfolio company of, or otherwise affiliated
with, or has received financial investment from, an entity with which any Insider or their affiliates is affiliated, such transaction
must be approved by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion
from an independent investment banking firm or another independent entity that commonly renders valuation opinions on the type
of target business the Company is seeking to acquire that such Business Combination is fair to the Company’s unaffiliated
shareholders from a financial point of view.


 


6.           Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
and no such person will accept any compensation or other cash payment prior to, or for services rendered in connection with, the
consummation of the Business Combination; provided that the Company shall be allowed to make the payments set forth in
the Registration Statement under the caption “Prospectus Summary – The Offering – Limited Payments to Insiders.”


 


7.           Neither the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will
be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned, any member of
the family of the undersigned or any affiliate of the undersigned originates a Business Combination.


 






    	 



     


    

 


8.           The
undersigned agrees to be the Director of Investment Relations of the Company until the earlier of the consummation by the Company
of a Business Combination or the liquidation of the Company. The undersigned’s biographical information previously furnished
to the Company and the Representative is true and accurate in all material respects, does not omit any material information with
respect to the undersigned’s biography and contains all of the information required to be disclosed pursuant to Item 401
of Regulation S-K, promulgated under the Securities Act of 1933. The undersigned’s FINRA Questionnaire previously furnished
to the Company and the Representative is true and accurate in all material respects. The undersigned represents and warrants that:


 


		(a)	she
                                         has never had a petition under the federal bankruptcy laws or any state insolvency law
                                         been filed by or against (i) her or any partnership in which she was a general partner
                                         at or within two years before the time of filing; or (ii) any corporation or business
                                         association of which she was an executive officer at or within two years before the time
                                         of such filing;



 


		(b)	she
                                         has never had a receiver, fiscal agent or similar officer been appointed by a court for
                                         her business or property, or any such partnership;



 


		(c)	she
                                         has never been convicted of fraud in a civil or criminal proceeding;



 


		(d)	she
                                         has never been convicted in a criminal proceeding or named the subject of a pending criminal
                                         proceeding (excluding traffic violations and minor offenses);



 


		(e)	she
                                         has never been the subject of any order, judgment or decree, not subsequently reversed,
                                         suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
                                         enjoining or otherwise limiting her from (i) acting as a futures commission merchant,
                                         introducing broker, commodity trading advisor, commodity pool operator, floor broker,
                                         leverage transaction merchant, any other person regulated by the Commodity Futures Trading
                                         Commission (“CFTC”) or an associated person of any of the foregoing, or as
                                         an investment adviser, underwriter, broker or dealer in securities, or as an affiliated
                                         person, director or employee of any investment company, bank, savings and loan association
                                         or insurance company, or from engaging in or continuing any conduct or practice in connection
                                         with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging
                                         in any activity in connection with the purchase or sale of any security or commodity
                                         or in connection with any violation of federal or state securities or federal commodities
                                         laws;



 






    	 



     


    

 


		(f)	she
                                         has never been the subject of any order, judgment or decree, not subsequently reversed,
                                         suspended or vacated, of any federal or state authority barring, suspending or otherwise
                                         limiting for more than 60 days her right to engage in any activity described in 9(e)(i)
                                         above, or to be associated with persons engaged in any such activity;



 


		(g)	she
                                         has never been found by a court of competent jurisdiction in a civil action or by the
                                         SEC to have violated any federal or state securities law, where the judgment in such
                                         civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;



 


		(h)	she
                                         has never been found by a court of competent jurisdiction in a civil action or by the
                                         CFTC to have violated any federal commodities law, where the judgment in such civil action
                                         or finding by the CFTC has not been subsequently reversed, suspended or vacated;



 


		(i)	she
                                         has never been the subject of, or a party to, any Federal or State judicial or administrative
                                         order, judgment, decree or finding, not subsequently reversed, suspended or vacated,
                                         relating to an alleged violation of (i) any Federal or State securities or commodities
                                         law or regulation, (ii) any law or regulation respecting financial institutions or insurance
                                         companies including, but not limited to, a temporary or permanent injunction, order of
                                         disgorgement or restitution, civil money penalty or temporary or permanent cease-and
                                         desist order, or removal or prohibition order or (iii) any law or regulation prohibiting
                                         mail or wire fraud or fraud in connection with any business entity;



 


		(j)	she
                                         has never been the subject of, or party to, any sanction or order, not subsequently reversed,
                                         suspended or vacated, or any self-regulatory organization, any registered entity, or
                                         any equivalent exchange, association, entity or organization that has disciplinary authority
                                         over its members or persons associated with a member;



 


		(k)	she
                                         has never been convicted of any felony or misdemeanor: (i) in connection with the purchase
                                         or sale of any security; (ii) involving the making of any false filing with the SEC;
                                         or (iii) arising out of the conduct of the business of an underwriter, broker, dealer,
                                         municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;



 


		(l)	she
                                         was never subject to a final order of a state securities commission (or an agency of
                                         officer of a state performing like functions); a state authority that supervises or examines
                                         banks, savings associations, or credit unions; a state insurance commission (or an agency
                                         or officer of a state performing like functions); an appropriate federal banking agency;
                                         the CFTC; or the National Credit Union Administration that is based on a violation of
                                         any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct;



 






    	 



     


    

 


		(m)	she
                                         has never been subject to any order, judgment or decree of any court of competent jurisdiction,
                                         that, at the time of such sale, restrained or enjoined her from engaging or continuing
                                         to engage in any conduct or practice: (i) in connection with the purchase or sale of
                                         any security; (ii) involving the making of any false filing with the SEC; or (iii) arising
                                         out of the conduct of the business of an underwriter, broker, dealer, municipal securities
                                         dealer, investment adviser or paid solicitor of purchasers of securities;



 


		(n)	she
                                         has never been subject to any order of the SEC that orders her to cease and desist from
                                         committing or causing a future violation of: (i) any scienter-based anti-fraud provision
                                         of the federal securities laws, including, but not limited to, Section 17(a)(1) of the
                                         Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section
                                         206(1) of the Advisers Act or any other rule or regulation thereunder; or (ii) Section
                                         5 of the Securities Act;



 


		(o)	she
                                         has never been named as an underwriter in any registration statement or Regulation A
                                         offering statement filed with the SEC that was the subject of a refusal order, stop order,
                                         or order suspending the Regulation A exemption, or is, currently, the subject of an investigation
                                         or proceeding to determine whether a stop order or suspension order should be issued;



 


		(p)	she
                                         has never been subject to a United States Postal Service false representation order,
                                         or is currently subject to a temporary restraining order or preliminary injunction with
                                         respect to conduct alleged by the United States Postal Service to constitute a scheme
                                         or device for obtaining money or property through the mail by means of false representations;



 


		(q)	she
                                         is not subject to a final order of a state securities commission (or an agency of officer
                                         of a state performing like functions); a state authority that supervises or examines
                                         banks, savings associations, or credit unions; a state insurance commission (or an agency
                                         or officer of a state performing like functions); an appropriate federal banking agency;
                                         the CFTC; or the National Credit Union Administration that bars the undersigned from:
                                         (i) association with an entity regulated by such commission, authority, agency or officer;
                                         (ii) engaging in the business of securities, insurance or banking; or (iii) engaging
                                         in savings association or credit union activities;



 






    	 



     


    

 


		(r)	she
                                         is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of
                                         the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e)
                                         or 203(f) of the Investment Advisers Act of 1940 (the “Advisers Act”) that:
                                         (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal
                                         securities dealer or investment adviser; (ii) places limitations on the activities, functions
                                         or operations of, or imposes civil money penalties on, such person; or (iii) bars the
                                         undersigned from being associated with any entity or from participating in the offering
                                         of any penny stock; and



 


		(s)	she
                                         has never been suspended or expelled from membership in, or suspended or barred from
                                         association with a member of, a securities self-regulatory organization (e.g., a registered
                                         national securities exchange or a registered national or affiliated securities association)
                                         for any act or omission to act constituting conduct inconsistent with just and equitable
                                         principles of trade.



 


9.           The
undersigned has full right and power, without violating any agreement by which she is bound, to enter into this letter agreement
and to serve as the Director of Investment Relations of the Company.


 


10.          The
undersigned hereby waives her right to exercise conversion rights with respect to any Ordinary Shares owned or to be owned by
the undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket,
and agrees that she will not seek conversion with respect to or otherwise sell, such shares in connection with any vote to approve
a Business Combination with respect thereto or a vote to amend the provisions of the Company’s Amended and Restated Memorandum
and Articles of Association.


 


11.         The
undersigned hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum
and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation
of a Business Combination unless the Company offers dissenting holders the right to receive their pro rata portion of the funds
then held in the Trust Fund.


 


12.         In
connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed
by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that
would result in the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding
or claim arising out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration
in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration
shall be brought before the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be
conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that
the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom
enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal
fees and expenses, shall be borne by the non-prevailing party or as otherwise directed by the arbitrators.


 






    	 



     


    

 


13.         As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities; (ii)
“Insiders” shall mean all officers, directors and shareholders of the Company immediately prior to the
IPO; (iii) “Insider Shares” shall mean all of the Ordinary Shares of the Company acquired by an Insider
prior to the IPO and any Ordinary Shares underlying the Private Units; (iv) “IPO Shares” shall mean
the Ordinary Shares issued in the Company’s IPO; (v) “Private Units” shall mean (x) the Units
purchased in the private placement taking place simultaneously with the consummation of the Company’s IPO and (y) the additional
Units that may be purchased in connection with the exercise of the over-allotment option by the underwriters in the IPO as described
in the Registration Statement; (vi) “Registration Statement” means the registration statements on Form
S-1 filed by the Company with respect to the IPO; and (vii) “Trust Fund” shall mean the trust fund into
which a portion of the net proceeds of the Company’s IPO will be deposited.


 


14.         Any
notice, consent or request to be given in connection with any of the terms or provisions of this letter agreement shall be in
writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by
hand delivery or facsimile transmission.


 


If
to the Representative:


 


EarlyBirdCapital,
Inc.


366
Madison Avenue, 8th Floor


New
York, NY 10017


Attn:
Steven Levine


Facsimile:
(212) 661-4936


 


If
to the Company:


 


CM
Seven Star Acquisition Corporation


Suite
1003-1004, 10/F, ICBC Tower


Three
Garden Road, Central, Hong Kong


Attn:
Bing Lin


 


with
a copy (which copy shall not constitute notice) to:


 


Loeb
& Loeb LLP


345
Park Avenue


New
York, NY 10154


Attn:
Giovanni Caruso, Esq.


Facsimile:
(212) 407-4990


 






    	 



     


    

 


15.         No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding
on the parties hereto and any successors and assigns thereof.


 


16.         The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO.


 




    	 



     


    

 





	 	 	Kathy
    Li 
	 	 	Print Name of Insider
	 	 	 
	 	 	/s/
    Kathy Li
	 	 	Signature



 






    	 



     


    



 





October
25, 2017


 


CM
Seven Star Acquisition Corporation


Suite
1003-1004, 10/F, ICBC Tower


Three
Garden Road, Central, Hong Kong


 


EarlyBirdCapital,
Inc.


366
Madison Avenue, 8th Floor


New
York, NY 10017


 


		Re:	Initial
Public Offering



 


Gentlemen:


 


 This
letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between CM Seven Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named
in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the
“IPO”) of the Company’s units (the “Units”), each comprised of one ordinary
share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one-half of a redeemable
warrant (the “Warrants”), each whole redeemable Warrant entitling the holder thereof to purchase one
Ordinary Share at a price of $11.50 per share, and one right to receive one-tenth of an Ordinary Share (the “Rights”).
Certain capitalized terms used herein are defined in paragraph 14 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in
recognition of the benefit that such IPO will confer upon the undersigned as a shareholder of the Company, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the
Company as follows:


 


1.             If
the Company solicits approval of its shareholders of a Business Combination, the undersigned will vote all Ordinary shares beneficially
owned by her whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2.             (a)
In the event that the Company fails to consummate a Business Combination within 15 months from the closing of the Company’s
IPO (or, if such time period is extended as described in the prospectus relating to the IPO, up to 18 months from the closing
of the Company’s IPO), the undersigned shall take all reasonable steps to (i) cause the Trust Fund to be liquidated and
distributed to the holders of IPO Shares and (ii) cause the Company to liquidate as soon as reasonably practicable.


 






    	 



     


    

 


(b)
The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund
and any remaining net assets of the Company as a result of such liquidation with respect to her Insider Shares (“Claim”)
and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements
with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. The undersigned acknowledges and
agrees that there will be no distribution from the Trust Fund with respect to any Warrants or Rights underlying the Private Units,
all rights of which will terminate on the Company’s liquidation.


 


3.             The
undersigned will escrow all of her Insider Shares pursuant to the terms of a Stock Escrow Agreement which the Company will enter
into with the undersigned and an escrow agent acceptable to the Company.


 


4.             In
order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present
to the Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire
a target business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company,
subject to any pre-existing fiduciary and contractual obligations the undersigned might have.


 


5.             The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated
with any Insiders of the Company or their affiliates, including any company that is a portfolio company of, or otherwise affiliated
with, or has received financial investment from, an entity with which any Insider or their affiliates is affiliated, such transaction
must be approved by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion
from an independent investment banking firm or another independent entity that commonly renders valuation opinions on the type
of target business the Company is seeking to acquire that such Business Combination is fair to the Company’s unaffiliated
shareholders from a financial point of view.


 


6.             Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
and no such person will accept any compensation or other cash payment prior to, or for services rendered in connection with, the
consummation of the Business Combination; provided that the Company shall be allowed to make the payments set forth in
the Registration Statement under the caption “Prospectus Summary – The Offering – Limited Payments to Insiders.”


 


7.             Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
or accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned
or any affiliate of the undersigned originates a Business Combination.


 






    	 



     


    

 


8.             The
undersigned agrees to be a Director of the Company until the earlier of the consummation by the Company of a Business Combination
or the liquidation of the Company. The undersigned’s biographical information previously furnished to the Company and the
Representative is true and accurate in all material respects, does not omit any material information with respect to the undersigned’s
biography and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under
the Securities Act of 1933. The undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative
is true and accurate in all material respects. The undersigned represents and warrants that:


 


		(a)	she
                                         has never had a petition under the federal bankruptcy laws or any state insolvency law
                                         been filed by or against (i) her or any partnership in which she was a general partner
                                         at or within two years before the time of filing; or (ii) any corporation or business
                                         association of which she was an executive officer at or within two years before the time
                                         of such filing;



 


		(b)	she
                                         has never had a receiver, fiscal agent or similar officer been appointed by a court for
                                         her business or property, or any such partnership;



 


		(c)	she
                                         has never been convicted of fraud in a civil or criminal proceeding;



 


		(d)	she
                                         has never been convicted in a criminal proceeding or named the subject of a pending criminal
                                         proceeding (excluding traffic violations and minor offenses);



 


		(e)	she
                                         has never been the subject of any order, judgment or decree, not subsequently reversed,
                                         suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
                                         enjoining or otherwise limiting her from (i) acting as a futures commission merchant,
                                         introducing broker, commodity trading advisor, commodity pool operator, floor broker,
                                         leverage transaction merchant, any other person regulated by the Commodity Futures Trading
                                         Commission (“CFTC”) or an associated person of any of the foregoing, or as
                                         an investment adviser, underwriter, broker or dealer in securities, or as an affiliated
                                         person, director or employee of any investment company, bank, savings and loan association
                                         or insurance company, or from engaging in or continuing any conduct or practice in connection
                                         with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging
                                         in any activity in connection with the purchase or sale of any security or commodity
                                         or in connection with any violation of federal or state securities or federal commodities
                                         laws;



 






    	 



     


    

 


		(f)	she
                                         has never been the subject of any order, judgment or decree, not subsequently reversed,
                                         suspended or vacated, of any federal or state authority barring, suspending or otherwise
                                         limiting for more than 60 days her right to engage in any activity described in 9(e)(i)
                                         above, or to be associated with persons engaged in any such activity;



 


		(g)	she
                                         has never been found by a court of competent jurisdiction in a civil action or by the
                                         SEC to have violated any federal or state securities law, where the judgment in such
                                         civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;



 


		(h)	she
                                         has never been found by a court of competent jurisdiction in a civil action or by the
                                         CFTC to have violated any federal commodities law, where the judgment in such civil action
                                         or finding by the CFTC has not been subsequently reversed, suspended or vacated;



 


		(i)	she
                                         has never been the subject of, or a party to, any Federal or State judicial or administrative
                                         order, judgment, decree or finding, not subsequently reversed, suspended or vacated,
                                         relating to an alleged violation of (i) any Federal or State securities or commodities
                                         law or regulation, (ii) any law or regulation respecting financial institutions or insurance
                                         companies including, but not limited to, a temporary or permanent injunction, order of
                                         disgorgement or restitution, civil money penalty or temporary or permanent cease-and
                                         desist order, or removal or prohibition order or (iii) any law or regulation prohibiting
                                         mail or wire fraud or fraud in connection with any business entity;



 


		(j)	she
                                         has never been the subject of, or party to, any sanction or order, not subsequently reversed,
                                         suspended or vacated, or any self-regulatory organization, any registered entity, or
                                         any equivalent exchange, association, entity or organization that has disciplinary authority
                                         over its members or persons associated with a member;



 


		(k)	she
                                         has never been convicted of any felony or misdemeanor: (i) in connection with the purchase
                                         or sale of any security; (ii) involving the making of any false filing with the SEC;
                                         or (iii) arising out of the conduct of the business of an underwriter, broker, dealer,
                                         municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;



 


		(l)	she
                                         was never subject to a final order of a state securities commission (or an agency of
                                         officer of a state performing like functions); a state authority that supervises or examines
                                         banks, savings associations, or credit unions; a state insurance commission (or an agency
                                         or officer of a state performing like functions); an appropriate federal banking agency;
                                         the CFTC; or the National Credit Union Administration that is based on a violation of
                                         any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct;



 






    	 



     


    

 


		(m)	she
                                         has never been subject to any order, judgment or decree of any court of competent jurisdiction,
                                         that, at the time of such sale, restrained or enjoined her from engaging or continuing
                                         to engage in any conduct or practice: (i) in connection with the purchase or sale of
                                         any security; (ii) involving the making of any false filing with the SEC; or (iii) arising
                                         out of the conduct of the business of an underwriter, broker, dealer, municipal securities
                                         dealer, investment adviser or paid solicitor of purchasers of securities;



 


		(n)	she
                                         has never been subject to any order of the SEC that orders her to cease and desist from
                                         committing or causing a future violation of: (i) any scienter-based anti-fraud provision
                                         of the federal securities laws, including, but not limited to, Section 17(a)(1) of the
                                         Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section
                                         206(1) of the Advisers Act or any other rule or regulation thereunder; or (ii) Section
                                         5 of the Securities Act;



 


		(o)	she
                                         has never been named as an underwriter in any registration statement or Regulation A
                                         offering statement filed with the SEC that was the subject of a refusal order, stop order,
                                         or order suspending the Regulation A exemption, or is, currently, the subject of an investigation
                                         or proceeding to determine whether a stop order or suspension order should be issued;



 


		(p)	she
                                         has never been subject to a United States Postal Service false representation order,
                                         or is currently subject to a temporary restraining order or preliminary injunction with
                                         respect to conduct alleged by the United States Postal Service to constitute a scheme
                                         or device for obtaining money or property through the mail by means of false representations;



 


		(q)	she
                                         is not subject to a final order of a state securities commission (or an agency of officer
                                         of a state performing like functions); a state authority that supervises or examines
                                         banks, savings associations, or credit unions; a state insurance commission (or an agency
                                         or officer of a state performing like functions); an appropriate federal banking agency;
                                         the CFTC; or the National Credit Union Administration that bars the undersigned from:
                                         (i) association with an entity regulated by such commission, authority, agency or officer;
                                         (ii) engaging in the business of securities, insurance or banking; or (iii) engaging
                                         in savings association or credit union activities;



 






    	 



     


    

 


		(r)	she
                                         is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of
                                         the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e)
                                         or 203(f) of the Investment Advisers Act of 1940 (the “Advisers Act”) that:
                                         (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal
                                         securities dealer or investment adviser; (ii) places limitations on the activities, functions
                                         or operations of, or imposes civil money penalties on, such person; or (iii) bars the
                                         undersigned from being associated with any entity or from participating in the offering
                                         of any penny stock; and



 


		(s)	she
                                         has never been suspended or expelled from membership in, or suspended or barred from
                                         association with a member of, a securities self-regulatory organization (e.g., a registered
                                         national securities exchange or a registered national or affiliated securities association)
                                         for any act or omission to act constituting conduct inconsistent with just and equitable
                                         principles of trade.



 


9.             The
undersigned has full right and power, without violating any agreement by which she is bound, to enter into this letter agreement
and to serve as a Director of the Company.


 


10.           The
undersigned hereby waives her right to exercise conversion rights with respect to any Ordinary Shares owned or to be owned by
the undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket,
and agrees that she will not seek conversion with respect to or otherwise sell, such shares in connection with any vote to approve
a Business Combination with respect thereto or a vote to amend the provisions of the Company’s Amended and Restated Memorandum
and Articles of Association.


 


11.           The
undersigned hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum
and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation
of a Business Combination unless the Company offers dissenting holders the right to receive their pro rata portion of the funds
then held in the Trust Fund.


 


12.           In
connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed
by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that
would result in the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding
or claim arising out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration
in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration
shall be brought before the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be
conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that
the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom
enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal
fees and expenses, shall be borne by the non-prevailing party or as otherwise directed by the arbitrators.


 






    	 



     


    

 


13.           As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities; (ii)
“Insiders” shall mean all officers, directors and shareholders of the Company immediately prior to the
IPO; (iii) “Insider Shares” shall mean all of the Ordinary Shares of the Company acquired by an Insider
prior to the IPO and any Ordinary Shares underlying the Private Units; (iv) “IPO Shares” shall mean
the Ordinary Shares issued in the Company’s IPO; (v) “Private Units” shall mean (x) the Units
purchased in the private placement taking place simultaneously with the consummation of the Company’s IPO and (y) the additional
Units that may be purchased in connection with the exercise of the over-allotment option by the underwriters in the IPO as described
in the Registration Statement; (vi) “Registration Statement” means the registration statements on Form
S-1 filed by the Company with respect to the IPO; and (vii) “Trust Fund” shall mean the trust fund into
which a portion of the net proceeds of the Company’s IPO will be deposited.


 


14.           Any
notice, consent or request to be given in connection with any of the terms or provisions of this letter agreement shall be in
writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by
hand delivery or facsimile transmission.


 


If
to the Representative:


 


EarlyBirdCapital,
Inc.


366
Madison Avenue, 8th Floor


New
York, NY 10017


Attn:
Steven Levine


Facsimile:
(212) 661-4936


 


If
to the Company:


 


CM
Seven Star Acquisition Corporation


Suite
1003-1004, 10/F, ICBC Tower


Three
Garden Road, Central, Hong Kong


Attn:
Bing Lin


 


with
a copy (which copy shall not constitute notice) to:


 


Loeb
& Loeb LLP


345
Park Avenue


New
York, NY 10154


Attn:
Giovanni Caruso, Esq.


Facsimile:
(212) 407-4990


 






    	 



     


    

 


15.           No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding
on the parties hereto and any successors and assigns thereof.


 


16.           The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO.


 









    	 



     


    

 





	 	Michele Smith
	 	Print Name of Insider
	 	 
	 	/s/ Michele Smith
	 	Signature




 



    	 



     


    


 


October
25, 2017


 


CM
Seven Star Acquisition Corporation


Suite
1003-1004, 10/F, ICBC Tower


Three
Garden Road, Central, Hong Kong


 


EarlyBirdCapital,
Inc.


366
Madison Avenue, 8th Floor


New
York, NY 10017


 


		Re:	Initial
Public Offering



 


Gentlemen:


 


 This
letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between CM Seven Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named
in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the
“IPO”) of the Company’s units (the “Units”), each comprised of one ordinary
share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one-half of a redeemable
warrant (the “Warrants”), each whole redeemable Warrant entitling the holder thereof to purchase one
Ordinary Share at a price of $11.50 per share, and one right to receive one-tenth of an Ordinary Share (the “Rights”).
Certain capitalized terms used herein are defined in paragraph 14 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in
recognition of the benefit that such IPO will confer upon the undersigned as a shareholder of the Company, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the
Company as follows:


 


1.         If
the Company solicits approval of its shareholders of a Business Combination, the undersigned will vote all Ordinary shares beneficially
owned by her whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2.         (a)
In the event that the Company fails to consummate a Business Combination within 15 months from the closing of the Company’s
IPO (or, if such time period is extended as described in the prospectus relating to the IPO, up to 18 months from the closing
of the Company’s IPO), the undersigned shall take all reasonable steps to (i) cause the Trust Fund to be liquidated and
distributed to the holders of IPO Shares and (ii) cause the Company to liquidate as soon as reasonably practicable.


 






    	 



     


    

 


(b)
The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund
and any remaining net assets of the Company as a result of such liquidation with respect to her Insider Shares (“Claim”)
and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements
with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. The undersigned acknowledges and
agrees that there will be no distribution from the Trust Fund with respect to any Warrants or Rights underlying the Private Units,
all rights of which will terminate on the Company’s liquidation.


 


3.         The
undersigned will escrow all of her Insider Shares pursuant to the terms of a Stock Escrow Agreement which the Company will enter
into with the undersigned and an escrow agent acceptable to the Company.


 


4.         In
order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present
to the Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire
a target business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company,
subject to any pre-existing fiduciary and contractual obligations the undersigned might have.


 


5.         The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated
with any Insiders of the Company or their affiliates, including any company that is a portfolio company of, or otherwise affiliated
with, or has received financial investment from, an entity with which any Insider or their affiliates is affiliated, such transaction
must be approved by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion
from an independent investment banking firm or another independent entity that commonly renders valuation opinions on the type
of target business the Company is seeking to acquire that such Business Combination is fair to the Company’s unaffiliated
shareholders from a financial point of view.


 


6.         Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
and no such person will accept any compensation or other cash payment prior to, or for services rendered in connection with, the
consummation of the Business Combination; provided that the Company shall be allowed to make the payments set forth in
the Registration Statement under the caption “Prospectus Summary – The Offering – Limited Payments to Insiders.”


 


7.         Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
or accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned
or any affiliate of the undersigned originates a Business Combination.


 






    	 



     


    

 


8.         The
undersigned agrees to be a Director of the Company until the earlier of the consummation by the Company of a Business Combination
or the liquidation of the Company. The undersigned’s biographical information previously furnished to the Company and the
Representative is true and accurate in all material respects, does not omit any material information with respect to the undersigned’s
biography and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under
the Securities Act of 1933. The undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative
is true and accurate in all material respects. The undersigned represents and warrants that:


 


		(a)	she
                                         has never had a petition under the federal bankruptcy laws or any state insolvency law
                                         been filed by or against (i) her or any partnership in which she was a general partner
                                         at or within two years before the time of filing; or (ii) any corporation or business
                                         association of which she was an executive officer at or within two years before the time
                                         of such filing;



 


		(b)	she
                                         has never had a receiver, fiscal agent or similar officer been appointed by a court for
                                         her business or property, or any such partnership;



 


		(c)	she
                                         has never been convicted of fraud in a civil or criminal proceeding;



 


		(d)	she
                                         has never been convicted in a criminal proceeding or named the subject of a pending criminal
                                         proceeding (excluding traffic violations and minor offenses);



 


		(e)	she
                                         has never been the subject of any order, judgment or decree, not subsequently reversed,
                                         suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
                                         enjoining or otherwise limiting her from (i) acting as a futures commission merchant,
                                         introducing broker, commodity trading advisor, commodity pool operator, floor broker,
                                         leverage transaction merchant, any other person regulated by the Commodity Futures Trading
                                         Commission (“CFTC”) or an associated person of any of the foregoing, or as
                                         an investment adviser, underwriter, broker or dealer in securities, or as an affiliated
                                         person, director or employee of any investment company, bank, savings and loan association
                                         or insurance company, or from engaging in or continuing any conduct or practice in connection
                                         with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging
                                         in any activity in connection with the purchase or sale of any security or commodity
                                         or in connection with any violation of federal or state securities or federal commodities
                                         laws;



 






    	 



     


    

 


		(f)	she
                                         has never been the subject of any order, judgment or decree, not subsequently reversed,
                                         suspended or vacated, of any federal or state authority barring, suspending or otherwise
                                         limiting for more than 60 days her right to engage in any activity described in 9(e)(i)
                                         above, or to be associated with persons engaged in any such activity;



 


		(g)	she
                                         has never been found by a court of competent jurisdiction in a civil action or by the
                                         SEC to have violated any federal or state securities law, where the judgment in such
                                         civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;



 


		(h)	she
                                         has never been found by a court of competent jurisdiction in a civil action or by the
                                         CFTC to have violated any federal commodities law, where the judgment in such civil action
                                         or finding by the CFTC has not been subsequently reversed, suspended or vacated;



 


		(i)	she
                                         has never been the subject of, or a party to, any Federal or State judicial or administrative
                                         order, judgment, decree or finding, not subsequently reversed, suspended or vacated,
                                         relating to an alleged violation of (i) any Federal or State securities or commodities
                                         law or regulation, (ii) any law or regulation respecting financial institutions or insurance
                                         companies including, but not limited to, a temporary or permanent injunction, order of
                                         disgorgement or restitution, civil money penalty or temporary or permanent cease-and
                                         desist order, or removal or prohibition order or (iii) any law or regulation prohibiting
                                         mail or wire fraud or fraud in connection with any business entity;



 


		(j)	she
                                         has never been the subject of, or party to, any sanction or order, not subsequently reversed,
                                         suspended or vacated, or any self-regulatory organization, any registered entity, or
                                         any equivalent exchange, association, entity or organization that has disciplinary authority
                                         over its members or persons associated with a member;



 


		(k)	she
                                         has never been convicted of any felony or misdemeanor: (i) in connection with the purchase
                                         or sale of any security; (ii) involving the making of any false filing with the SEC;
                                         or (iii) arising out of the conduct of the business of an underwriter, broker, dealer,
                                         municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;



 


		(l)	she
                                         was never subject to a final order of a state securities commission (or an agency of
                                         officer of a state performing like functions); a state authority that supervises or examines
                                         banks, savings associations, or credit unions; a state insurance commission (or an agency
                                         or officer of a state performing like functions); an appropriate federal banking agency;
                                         the CFTC; or the National Credit Union Administration that is based on a violation of
                                         any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct;



 






    	 



     


    

 


		(m)	she
                                         has never been subject to any order, judgment or decree of any court of competent jurisdiction,
                                         that, at the time of such sale, restrained or enjoined her from engaging or continuing
                                         to engage in any conduct or practice: (i) in connection with the purchase or sale of
                                         any security; (ii) involving the making of any false filing with the SEC; or (iii) arising
                                         out of the conduct of the business of an underwriter, broker, dealer, municipal securities
                                         dealer, investment adviser or paid solicitor of purchasers of securities;



 


		(n)	she
                                         has never been subject to any order of the SEC that orders her to cease and desist from
                                         committing or causing a future violation of: (i) any scienter-based anti-fraud provision
                                         of the federal securities laws, including, but not limited to, Section 17(a)(1) of the
                                         Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section
                                         206(1) of the Advisers Act or any other rule or regulation thereunder; or (ii) Section
                                         5 of the Securities Act;



 


		(o)	she
                                         has never been named as an underwriter in any registration statement or Regulation A
                                         offering statement filed with the SEC that was the subject of a refusal order, stop order,
                                         or order suspending the Regulation A exemption, or is, currently, the subject of an investigation
                                         or proceeding to determine whether a stop order or suspension order should be issued;



 


		(p)	she
                                         has never been subject to a United States Postal Service false representation order,
                                         or is currently subject to a temporary restraining order or preliminary injunction with
                                         respect to conduct alleged by the United States Postal Service to constitute a scheme
                                         or device for obtaining money or property through the mail by means of false representations;



 


		(q)	she
                                         is not subject to a final order of a state securities commission (or an agency of officer
                                         of a state performing like functions); a state authority that supervises or examines
                                         banks, savings associations, or credit unions; a state insurance commission (or an agency
                                         or officer of a state performing like functions); an appropriate federal banking agency;
                                         the CFTC; or the National Credit Union Administration that bars the undersigned from:
                                         (i) association with an entity regulated by such commission, authority, agency or officer;
                                         (ii) engaging in the business of securities, insurance or banking; or (iii) engaging
                                         in savings association or credit union activities;



 






    	 



     


    

 


		(r)	she
                                         is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of
                                         the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e)
                                         or 203(f) of the Investment Advisers Act of 1940 (the “Advisers Act”) that:
                                         (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal
                                         securities dealer or investment adviser; (ii) places limitations on the activities, functions
                                         or operations of, or imposes civil money penalties on, such person; or (iii) bars the
                                         undersigned from being associated with any entity or from participating in the offering
                                         of any penny stock; and



 


		(s)	she
                                         has never been suspended or expelled from membership in, or suspended or barred from
                                         association with a member of, a securities self-regulatory organization (e.g., a registered
                                         national securities exchange or a registered national or affiliated securities association)
                                         for any act or omission to act constituting conduct inconsistent with just and equitable
                                         principles of trade.



 


9.         The
undersigned has full right and power, without violating any agreement by which she is bound, to enter into this letter agreement
and to serve as a Director of the Company.


 


10.       The
undersigned hereby waives her right to exercise conversion rights with respect to any Ordinary Shares owned or to be owned by
the undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket,
and agrees that she will not seek conversion with respect to or otherwise sell, such shares in connection with any vote to approve
a Business Combination with respect thereto or a vote to amend the provisions of the Company’s Amended and Restated Memorandum
and Articles of Association.


 


11.       The
undersigned hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum
and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation
of a Business Combination unless the Company offers dissenting holders the right to receive their pro rata portion of the funds
then held in the Trust Fund.


 


12.       In
connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed
by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that
would result in the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding
or claim arising out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration
in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration
shall be brought before the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be
conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that
the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom
enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal
fees and expenses, shall be borne by the non-prevailing party or as otherwise directed by the arbitrators.


 






    	 



     


    

 


13.       As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities; (ii)
“Insiders” shall mean all officers, directors and shareholders of the Company immediately prior to the
IPO; (iii) “Insider Shares” shall mean all of the Ordinary Shares of the Company acquired by an Insider
prior to the IPO and any Ordinary Shares underlying the Private Units; (iv) “IPO Shares” shall mean
the Ordinary Shares issued in the Company’s IPO; (v) “Private Units” shall mean (x) the Units
purchased in the private placement taking place simultaneously with the consummation of the Company’s IPO and (y) the additional
Units that may be purchased in connection with the exercise of the over-allotment option by the underwriters in the IPO as described
in the Registration Statement; (vi) “Registration Statement” means the registration statements on Form
S-1 filed by the Company with respect to the IPO; and (vii) “Trust Fund” shall mean the trust fund into
which a portion of the net proceeds of the Company’s IPO will be deposited.


 


14.       Any
notice, consent or request to be given in connection with any of the terms or provisions of this letter agreement shall be in
writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by
hand delivery or facsimile transmission.


 


If
to the Representative:


 


EarlyBirdCapital,
Inc.


366
Madison Avenue, 8th Floor


New
York, NY 10017


Attn:
Steven Levine


Facsimile:
(212) 661-4936


 


If
to the Company:


 


CM
Seven Star Acquisition Corporation


Suite
1003-1004, 10/F, ICBC Tower


Three
Garden Road, Central, Hong Kong


Attn:
Bing Lin


 


with
a copy (which copy shall not constitute notice) to:


 


Loeb
& Loeb LLP


345
Park Avenue


New
York, NY 10154


Attn:
Giovanni Caruso, Esq.


Facsimile:
(212) 407-4990


 






    	 



     


    

 


15.       No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding
on the parties hereto and any successors and assigns thereof.


 


16.       The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO.


 






    	 



     


    







 





	 	          Maryann
Tseng
	 	Print
Name of Insider
	 	 
	 	          /s/
Maryann Tseng
	 	Signature



 



    	 



     


    








 


October
25, 2017


 


CM
Seven Star Acquisition Corporation


Suite
1003-1004, 10/F, ICBC Tower


Three
Garden Road, Central, Hong Kong


 


EarlyBirdCapital,
Inc.





366
Madison Avenue, 8th Floor





New
York, NY 10017


 


Re:          Initial
Public Offering


 


Gentlemen:


 


This
letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between CM Seven Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named
in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the
“IPO”) of the Company’s units (the “Units”), each comprised of one ordinary
share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one-half of a redeemable
warrant (the “Warrants”), each whole redeemable Warrant entitling the holder thereof to purchase one
Ordinary Share at a price of $11.50 per share, and one right to receive one-tenth of an Ordinary Share (the “Rights”).
Certain capitalized terms used herein are defined in paragraph 14 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in
recognition of the benefit that such IPO will confer upon the undersigned as a shareholder of the Company, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the
Company as follows:


 


1.       If
the Company solicits approval of its shareholders of a Business Combination, the undersigned will vote all Ordinary shares beneficially
owned by him, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2.       (a)
In the event that the Company fails to consummate a Business Combination within 15 months from the closing of the Company’s
IPO (or, if such time period is extended as described in the prospectus relating to the IPO, up to 18 months from the closing
of the Company’s IPO), the undersigned shall take all reasonable steps to (i) cause the Trust Fund to be liquidated and
distributed to the holders of IPO Shares and (ii) cause the Company to liquidate as soon as reasonably practicable.


 






    	 



     


    

 


   (b)
The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund
and any remaining net assets of the Company as a result of such liquidation with respect to his Insider Shares (“Claim”)
and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements
with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. The undersigned acknowledges and
agrees that there will be no distribution from the Trust Fund with respect to any Warrants or Rights underlying the Private Units,
all rights of which will terminate on the Company’s liquidation.


 


3.       The
undersigned will escrow all of his Insider Shares pursuant to the terms of a Stock Escrow Agreement which the Company will enter
into with the undersigned and an escrow agent acceptable to the Company.


 


4.       In
order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present
to the Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire
a target business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company,
subject to any pre-existing fiduciary and contractual obligations the undersigned might have.


 


5.       The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated
with any Insiders of the Company or their affiliates, including any company that is a portfolio company of, or otherwise affiliated
with, or has received financial investment from, an entity with which any Insider or their affiliates is affiliated, such transaction
must be approved by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion
from an independent investment banking firm or another independent entity that commonly renders valuation opinions on the type
of target business the Company is seeking to acquire that such Business Combination is fair to the Company’s unaffiliated
shareholders from a financial point of view.


 


6.       Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
and no such person will accept any compensation or other cash payment prior to, or for services rendered in connection with, the
consummation of the Business Combination; provided that the Company shall be allowed to make the payments set forth in
the Registration Statement under the caption “Prospectus Summary – The Offering – Limited Payments to Insiders.”


 


7.       Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
or accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned
or any affiliate of the undersigned originates a Business Combination.


 






    	 



     


    

 


8.       The
undersigned agrees to be the Senior Vice President of the Company until the earlier of the consummation by the Company of a Business
Combination or the liquidation of the Company. The undersigned’s biographical information previously furnished to the Company
and the Representative is true and accurate in all material respects, does not omit any material information with respect to the
undersigned’s biography and contains all of the information required to be disclosed pursuant to Item 401 of Regulation
S-K, promulgated under the Securities Act of 1933. The undersigned’s FINRA Questionnaire previously furnished to the Company
and the Representative is true and accurate in all material respects. The undersigned represents and warrants that:


 


		(a)	he
                                         has never had a petition under the federal bankruptcy laws or any state insolvency law
                                         been filed by or against (i) him or any partnership in which he was a general partner
                                         at or within two years before the time of filing; or (ii) any corporation or business
                                         association of which he was an executive officer at or within two years before the time
                                         of such filing;



 


		(b)	he
                                         has never had a receiver, fiscal agent or similar officer been appointed by a court for
                                         his business or property, or any such partnership;



 


 


		(c)	he
                                         has never been convicted of fraud in a civil or criminal proceeding;



 


		(d)	he
                                         has never been convicted in a criminal proceeding or named the subject of a pending criminal
                                         proceeding (excluding traffic violations and minor offenses);



 


		(e)	he
                                         has never been the subject of any order, judgment or decree, not subsequently reversed,
                                         suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
                                         enjoining or otherwise limiting him from (i) acting as a futures commission merchant,
                                         introducing broker, commodity trading advisor, commodity pool operator, floor broker,
                                         leverage transaction merchant, any other person regulated by the Commodity Futures Trading
                                         Commission (“CFTC”) or an associated person of any of the foregoing, or as
                                         an investment adviser, underwriter, broker or dealer in securities, or as an affiliated
                                         person, director or employee of any investment company, bank, savings and loan association
                                         or insurance company, or from engaging in or continuing any conduct or practice in connection
                                         with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging
                                         in any activity in connection with the purchase or sale of any security or commodity
                                         or in connection with any violation of federal or state securities or federal commodities
                                         laws;



 






    	 



     


    

 


		(f)	he
                                         has never been the subject of any order, judgment or decree, not subsequently reversed,
                                         suspended or vacated, of any federal or state authority barring, suspending or otherwise
                                         limiting for more than 60 days his right to engage in any activity described in 9(e)(i)
                                         above, or to be associated with persons engaged in any such activity;



 


		(g)	he
                                         has never been found by a court of competent jurisdiction in a civil action or by the
                                         SEC to have violated any federal or state securities law, where the judgment in such
                                         civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;



 


		(h)	he
                                         has never been found by a court of competent jurisdiction in a civil action or by the
                                         CFTC to have violated any federal commodities law, where the judgment in such civil action
                                         or finding by the CFTC has not been subsequently reversed, suspended or vacated;



 


		(i)	he
                                         has never been the subject of, or a party to, any Federal or State judicial or administrative
                                         order, judgment, decree or finding, not subsequently reversed, suspended or vacated,
                                         relating to an alleged violation of (i) any Federal or State securities or commodities
                                         law or regulation, (ii) any law or regulation respecting financial institutions or insurance
                                         companies including, but not limited to, a temporary or permanent injunction, order of
                                         disgorgement or restitution, civil money penalty or temporary or permanent cease-and
                                         desist order, or removal or prohibition order or (iii) any law or regulation prohibiting
                                         mail or wire fraud or fraud in connection with any business entity;



 


		(j)	he
                                         has never been the subject of, or party to, any sanction or order, not subsequently reversed,
                                         suspended or vacated, or any self-regulatory organization, any registered entity, or
                                         any equivalent exchange, association, entity or organization that has disciplinary authority
                                         over its members or persons associated with a member;



 


		(k)	he
                                         has never been convicted of any felony or misdemeanor: (i) in connection with the purchase
                                         or sale of any security; (ii) involving the making of any false filing with the SEC;
                                         or (iii) arising out of the conduct of the business of an underwriter, broker, dealer,
                                         municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;



 





		(l)	he
                                         was never subject to a final order of a state securities commission (or an agency of
                                         officer of a state performing like functions); a state authority that supervises or examines
                                         banks, savings associations, or credit unions; a state insurance commission (or an agency
                                         or officer of a state performing like functions); an appropriate federal banking agency;
                                         the CFTC; or the National Credit Union Administration that is based on a violation of
                                         any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct;
                                         


 






    	 



     


    

 


		(m)	he
                                         has never been subject to any order, judgment or decree of any court of competent jurisdiction,
                                         that, at the time of such sale, restrained or enjoined him from engaging or continuing
                                         to engage in any conduct or practice: (i) in connection with the purchase or sale of
                                         any security; (ii) involving the making of any false filing with the SEC; or (iii) arising
                                         out of the conduct of the business of an underwriter, broker, dealer, municipal securities
                                         dealer, investment adviser or paid solicitor of purchasers of securities;



 


		(n)	he
                                         has never been subject to any order of the SEC that orders him to cease and desist from
                                         committing or causing a future violation of: (i) any scienter-based anti-fraud provision
                                         of the federal securities laws, including, but not limited to, Section 17(a)(1) of the
                                         Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section
                                         206(1) of the Advisers Act or any other rule or regulation thereunder; or (ii) Section
                                         5 of the Securities Act; 



 


		(o)	he
                                         has never been named as an underwriter in any registration statement or Regulation A
                                         offering statement filed with the SEC that was the subject of a refusal order, stop order,
                                         or order suspending the Regulation A exemption, or is, currently, the subject of an investigation
                                         or proceeding to determine whether a stop order or suspension order should be issued;
                                         



 


		(p)	he
                                         has never been subject to a United States Postal Service false representation order,
                                         or is currently subject to a temporary restraining order or preliminary injunction with
                                         respect to conduct alleged by the United States Postal Service to constitute a scheme
                                         or device for obtaining money or property through the mail by means of false representations;
                                         



 


		(q)	he
                                         is not subject to a final order of a state securities commission (or an agency of officer
                                         of a state performing like functions); a state authority that supervises or examines
                                         banks, savings associations, or credit unions; a state insurance commission (or an agency
                                         or officer of a state performing like functions); an appropriate federal banking agency;
                                         the CFTC; or the National Credit Union Administration that bars the undersigned from:
                                         (i) association with an entity regulated by such commission, authority, agency or officer;
                                         (ii) engaging in the business of securities, insurance or banking; or (iii) engaging
                                         in savings association or credit union activities; 



 






    	 



     


    

 


		(r)	he
                                         is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of
                                         the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e)
                                         or 203(f) of the Investment Advisers Act of 1940 (the “Advisers Act”) that:
                                         (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal
                                         securities dealer or investment adviser; (ii) places limitations on the activities, functions
                                         or operations of, or imposes civil money penalties on, such person; or (iii) bars the
                                         undersigned from being associated with any entity or from participating in the offering
                                         of any penny stock; and



 


		(s)	he
                                         has never been suspended or expelled from membership in, or suspended or barred from
                                         association with a member of, a securities self-regulatory organization (e.g., a registered
                                         national securities exchange or a registered national or affiliated securities association)
                                         for any act or omission to act constituting conduct inconsistent with just and equitable
                                         principles of trade.



 


9.       The
undersigned has full right and power, without violating any agreement by which he is bound, to enter into this letter agreement
and to serve as an officer of the Company.


 


10.     The
undersigned hereby waives his right to exercise conversion rights with respect to any Ordinary Shares owned or to be owned by
the undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket,
and agrees that he will not seek conversion with respect to or otherwise sell, such shares in connection with any vote to approve
a Business Combination with respect thereto or a vote to amend the provisions of the Company’s Amended and Restated Memorandum
and Articles of Association.


 


11.     The
undersigned hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum
and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation
of a Business Combination unless the Company offers dissenting holders the right to receive their pro rata portion of the funds
then held in the Trust Fund.


 


12.     In
connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed
by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that
would result in the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding
or claim arising out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration
in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration
shall be brought before the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be
conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that
the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom
enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal
fees and expenses, shall be borne by the non-prevailing party or as otherwise directed by the arbitrators.


 






    	 



     


    

 


13.     As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities; (ii)
“Insiders” shall mean all officers, directors and shareholders of the Company immediately prior to the
IPO; (iii) “Insider Shares” shall mean all of the Ordinary Shares of the Company acquired by an Insider
prior to the IPO and any Ordinary Shares underlying the Private Units; (iv) “IPO Shares” shall mean
the Ordinary Shares issued in the Company’s IPO; (v) “Private Units” shall mean (x) the Units
purchased in the private placement taking place simultaneously with the consummation of the Company’s IPO and (y) the additional
Units that may be purchased in connection with the exercise of the over-allotment option by the underwriters in the IPO as described
in the Registration Statement; (vi) “Registration Statement” means the registration statements on Form
S-1 filed by the Company with respect to the IPO; and (vii) “Trust Fund” shall mean the trust fund into
which a portion of the net proceeds of the Company’s IPO will be deposited.


 


14.     Any
notice, consent or request to be given in connection with any of the terms or provisions of this letter agreement shall be in
writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by
hand delivery or facsimile transmission.


 


If
to the Representative:


 


EarlyBirdCapital,
Inc.


366
Madison Avenue, 8th Floor





New
York, NY 10017





Attn:
Steven Levine





Facsimile:
(212) 661-4936


 


If
to the Company:


 


CM
Seven Star Acquisition Corporation





Suite
1003-1004, 10/F, ICBC Tower





Three
Garden Road, Central, Hong Kong





Attn:
Bing Lin


 


with
a copy (which copy shall not constitute notice) to:


 


Loeb
& Loeb LLP


345
Park Avenue





New
York, NY 10154





Attn:
Giovanni Caruso, Esq.





Facsimile:
(212) 407-4990


 






    	 



     


    

 


15.     No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding
on the parties hereto and any successors and assigns thereof.


 


16.     The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO.


 




    	 



     


    




 


	 	Patrick
    Ho
	 	Print Name of Insider
	 	 
	 	/s/
    Patrick Ho
	 	Signature






 



    	 



     


    


 




October
25, 2017


 


CM
Seven Star Acquisition Corporation


Suite
1003-1004, 10/F, ICBC Tower


Three
Garden Road, Central, Hong Kong


 


EarlyBirdCapital,
Inc.


366
Madison Avenue, 8th Floor


New
York, NY 10017


 


Re:         Initial
Public Offering


 


Gentlemen:


 


This
letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between CM Seven Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named
in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the
“IPO”) of the Company’s units (the “Units”), each comprised of one ordinary
share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one-half of a redeemable
warrant (the “Warrants”), each whole redeemable Warrant entitling the holder thereof to purchase one
Ordinary Share at a price of $11.50 per share, and one right to receive one-tenth of an Ordinary Share (the “Rights”).
Certain capitalized terms used herein are defined in paragraph 14 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in
recognition of the benefit that such IPO will confer upon the undersigned as a shareholder of the Company, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the
Company as follows:


 


1.       If
the Company solicits approval of its shareholders of a Business Combination, the undersigned will vote all Ordinary shares beneficially
owned by him, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2.       (a)
In the event that the Company fails to consummate a Business Combination within 15 months from the closing of the Company’s
IPO (or, if such time period is extended as described in the prospectus relating to the IPO, up to 18 months from the closing
of the Company’s IPO), the undersigned shall take all reasonable steps to (i) cause the Trust Fund to be liquidated and
distributed to the holders of IPO Shares and (ii) cause the Company to liquidate as soon as reasonably practicable.


 






    	 



     


    

 


          (b)   The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund
and any remaining net assets of the Company as a result of such liquidation with respect to his Insider Shares (“Claim”)
and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements
with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. The undersigned acknowledges and
agrees that there will be no distribution from the Trust Fund with respect to any Warrants or Rights underlying the Private Units,
all rights of which will terminate on the Company’s liquidation.


 


3.       The
undersigned will escrow all of his Insider Shares pursuant to the terms of a Stock Escrow Agreement which the Company will enter
into with the undersigned and an escrow agent acceptable to the Company.


 


4.       In
order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present
to the Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire
a target business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company,
subject to any pre-existing fiduciary and contractual obligations the undersigned might have.


 


5.       The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated
with any Insiders of the Company or their affiliates, including any company that is a portfolio company of, or otherwise affiliated
with, or has received financial investment from, an entity with which any Insider or their affiliates is affiliated, such transaction
must be approved by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion
from an independent investment banking firm or another independent entity that commonly renders valuation opinions on the type
of target business the Company is seeking to acquire that such Business Combination is fair to the Company’s unaffiliated
shareholders from a financial point of view.


 


6.       Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
and no such person will accept any compensation or other cash payment prior to, or for services rendered in connection with, the
consummation of the Business Combination; provided that the Company shall be allowed to make the payments set forth in
the Registration Statement under the caption “Prospectus Summary – The Offering – Limited Payments to Insiders.”


 


7.       Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
or accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned
or any affiliate of the undersigned originates a Business Combination.


 






    	 



     


    

 


8.       The
undersigned agrees to be a Director, the President and the Chief Financial Officer of the Company until the earlier of the consummation
by the Company of a Business Combination or the liquidation of the Company. The undersigned’s biographical information previously
furnished to the Company and the Representative is true and accurate in all material respects, does not omit any material information
with respect to the undersigned’s biography and contains all of the information required to be disclosed pursuant to Item
401 of Regulation S-K, promulgated under the Securities Act of 1933. The undersigned’s FINRA Questionnaire previously furnished
to the Company and the Representative is true and accurate in all material respects. The undersigned represents and warrants that:


 


		(a)	he
                                         has never had a petition under the federal bankruptcy laws or any state insolvency law
                                         been filed by or against (i) him or any partnership in which he was a general partner
                                         at or within two years before the time of filing; or (ii) any corporation or business
                                         association of which he was an executive officer at or within two years before the time
                                         of such filing;



 


		(b)	he
                                         has never had a receiver, fiscal agent or similar officer been appointed by a court for
                                         his business or property, or any such partnership;



 


		(c)	he
                                         has never been convicted of fraud in a civil or criminal proceeding;



 


		(d)	he
                                         has never been convicted in a criminal proceeding or named the subject of a pending criminal
                                         proceeding (excluding traffic violations and minor offenses);



 


		(e)	he
                                         has never been the subject of any order, judgment or decree, not subsequently reversed,
                                         suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
                                         enjoining or otherwise limiting him from (i) acting as a futures commission merchant,
                                         introducing broker, commodity trading advisor, commodity pool operator, floor broker,
                                         leverage transaction merchant, any other person regulated by the Commodity Futures Trading
                                         Commission (“CFTC”) or an associated person of any of the foregoing, or as
                                         an investment adviser, underwriter, broker or dealer in securities, or as an affiliated
                                         person, director or employee of any investment company, bank, savings and loan association
                                         or insurance company, or from engaging in or continuing any conduct or practice in connection
                                         with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging
                                         in any activity in connection with the purchase or sale of any security or commodity
                                         or in connection with any violation of federal or state securities or federal commodities
                                         laws;



 






    	 



     


    

 


		(f)	he
                                         has never been the subject of any order, judgment or decree, not subsequently reversed,
                                         suspended or vacated, of any federal or state authority barring, suspending or otherwise
                                         limiting for more than 60 days his right to engage in any activity described in 9(e)(i)
                                         above, or to be associated with persons engaged in any such activity;



 


		(g)	he
                                         has never been found by a court of competent jurisdiction in a civil action or by the
                                         SEC to have violated any federal or state securities law, where the judgment in such
                                         civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;



 


		(h)	he
                                         has never been found by a court of competent jurisdiction in a civil action or by the
                                         CFTC to have violated any federal commodities law, where the judgment in such civil action
                                         or finding by the CFTC has not been subsequently reversed, suspended or vacated;



 


		(i)	he
                                         has never been the subject of, or a party to, any Federal or State judicial or administrative
                                         order, judgment, decree or finding, not subsequently reversed, suspended or vacated,
                                         relating to an alleged violation of (i) any Federal or State securities or commodities
                                         law or regulation, (ii) any law or regulation respecting financial institutions or insurance
                                         companies including, but not limited to, a temporary or permanent injunction, order of
                                         disgorgement or restitution, civil money penalty or temporary or permanent cease-and
                                         desist order, or removal or prohibition order or (iii) any law or regulation prohibiting
                                         mail or wire fraud or fraud in connection with any business entity;



 


		(j)	he
                                         has never been the subject of, or party to, any sanction or order, not subsequently reversed,
                                         suspended or vacated, or any self-regulatory organization, any registered entity, or
                                         any equivalent exchange, association, entity or organization that has disciplinary authority
                                         over its members or persons associated with a member;



 


		(k)	he
                                         has never been convicted of any felony or misdemeanor: (i) in connection with the purchase
                                         or sale of any security; (ii) involving the making of any false filing with the SEC;
                                         or (iii) arising out of the conduct of the business of an underwriter, broker, dealer,
                                         municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;



 


		(l)	he
                                         was never subject to a final order of a state securities commission (or an agency of
                                         officer of a state performing like functions); a state authority that supervises or examines
                                         banks, savings associations, or credit unions; a state insurance commission (or an agency
                                         or officer of a state performing like functions); an appropriate federal banking agency;
                                         the CFTC; or the National Credit Union Administration that is based on a violation of
                                         any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct;



 






    	 



     


    

 


		(m)	he
                                         has never been subject to any order, judgment or decree of any court of competent jurisdiction,
                                         that, at the time of such sale, restrained or enjoined him from engaging or continuing
                                         to engage in any conduct or practice: (i) in connection with the purchase or sale of
                                         any security; (ii) involving the making of any false filing with the SEC; or (iii) arising
                                         out of the conduct of the business of an underwriter, broker, dealer, municipal securities
                                         dealer, investment adviser or paid solicitor of purchasers of securities;



 


		(n)	he
                                         has never been subject to any order of the SEC that orders him to cease and desist from
                                         committing or causing a future violation of: (i) any scienter-based anti-fraud provision
                                         of the federal securities laws, including, but not limited to, Section 17(a)(1) of the
                                         Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section
                                         206(1) of the Advisers Act or any other rule or regulation thereunder; or (ii) Section
                                         5 of the Securities Act;



 


		(o)	he
                                         has never been named as an underwriter in any registration statement or Regulation A
                                         offering statement filed with the SEC that was the subject of a refusal order, stop order,
                                         or order suspending the Regulation A exemption, or is, currently, the subject of an investigation
                                         or proceeding to determine whether a stop order or suspension order should be issued;



 


		(p)	he
                                         has never been subject to a United States Postal Service false representation order,
                                         or is currently subject to a temporary restraining order or preliminary injunction with
                                         respect to conduct alleged by the United States Postal Service to constitute a scheme
                                         or device for obtaining money or property through the mail by means of false representations;



 


		(q)	he
                                         is not subject to a final order of a state securities commission (or an agency of officer
                                         of a state performing like functions); a state authority that supervises or examines
                                         banks, savings associations, or credit unions; a state insurance commission (or an agency
                                         or officer of a state performing like functions); an appropriate federal banking agency;
                                         the CFTC; or the National Credit Union Administration that bars the undersigned from:
                                         (i) association with an entity regulated by such commission, authority, agency or officer;
                                         (ii) engaging in the business of securities, insurance or banking; or (iii) engaging
                                         in savings association or credit union activities;



 






    	 



     


    

 


		(r)	he
                                         is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of
                                         the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e)
                                         or 203(f) of the Investment Advisers Act of 1940 (the “Advisers Act”) that:
                                         (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal
                                         securities dealer or investment adviser; (ii) places limitations on the activities, functions
                                         or operations of, or imposes civil money penalties on, such person; or (iii) bars the
                                         undersigned from being associated with any entity or from participating in the offering
                                         of any penny stock; and



 


		(s)	he
                                         has never been suspended or expelled from membership in, or suspended or barred from
                                         association with a member of, a securities self-regulatory organization (e.g., a registered
                                         national securities exchange or a registered national or affiliated securities association)
                                         for any act or omission to act constituting conduct inconsistent with just and equitable
                                         principles of trade.



 


9.       The
undersigned has full right and power, without violating any agreement by which he is bound, to enter into this letter agreement
and to serve as a Director and officer of the Company.


 


10.      The
undersigned hereby waives his right to exercise conversion rights with respect to any Ordinary Shares owned or to be owned by
the undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket,
and agrees that he will not seek conversion with respect to or otherwise sell, such shares in connection with any vote to approve
a Business Combination with respect thereto or a vote to amend the provisions of the Company’s Amended and Restated Memorandum
and Articles of Association.


 


11.      The
undersigned hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum
and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation
of a Business Combination unless the Company offers dissenting holders the right to receive their pro rata portion of the funds
then held in the Trust Fund.


 


12.      In
connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed
by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that
would result in the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding
or claim arising out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration
in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration
shall be brought before the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be
conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that
the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom
enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal
fees and expenses, shall be borne by the non-prevailing party or as otherwise directed by the arbitrators.


 






    	 



     


    

 


13.      As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities; (ii)
“Insiders” shall mean all officers, directors and shareholders of the Company immediately prior to the
IPO; (iii) “Insider Shares” shall mean all of the Ordinary Shares of the Company acquired by an Insider
prior to the IPO and any Ordinary Shares underlying the Private Units; (iv) “IPO Shares” shall mean
the Ordinary Shares issued in the Company’s IPO; (v) “Private Units” shall mean (x) the Units
purchased in the private placement taking place simultaneously with the consummation of the Company’s IPO and (y) the additional
Units that may be purchased in connection with the exercise of the over-allotment option by the underwriters in the IPO as described
in the Registration Statement; (vi) “Registration Statement” means the registration statements on Form
S-1 filed by the Company with respect to the IPO; and (vii) “Trust Fund” shall mean the trust fund into
which a portion of the net proceeds of the Company’s IPO will be deposited.


 


14.      Any
notice, consent or request to be given in connection with any of the terms or provisions of this letter agreement shall be in
writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by
hand delivery or facsimile transmission.


 


If
to the Representative:


 


EarlyBirdCapital,
Inc.


366
Madison Avenue, 8th Floor


New
York, NY 10017


Attn:
Steven Levine


Facsimile:
(212) 661-4936


 


If
to the Company:


 


CM
Seven Star Acquisition Corporation


Suite
1003-1004, 10/F, ICBC Tower


Three
Garden Road, Central, Hong Kong


Attn:
Bing Lin


 


with
a copy (which copy shall not constitute notice) to:


 


Loeb
& Loeb LLP


345
Park Avenue


New
York, NY 10154


Attn:
Giovanni Caruso, Esq.


Facsimile:
(212) 407-4990


 






    	 



     


    

 


15.       No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding
on the parties hereto and any successors and assigns thereof.


 


16.       The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO.


 




    	 



     


    

 





	 	Stephen N. Cannon
	 	Print Name of Insider
	 	 
	 	/s/ Stephen N. Cannon
	 	Signature




 



    	 



     


    


 


October 25, 2017


 


CM Seven Star Acquisition Corporation


Suite 1003-1004, 10/F, ICBC Tower





Three Garden Road, Central, Hong Kong


 


EarlyBirdCapital, Inc.





366 Madison Avenue, 8th
Floor





New York, NY 10017


 


Re:             Initial
Public Offering


 


Gentlemen:


 


 This letter is
being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered
into by and between CM Seven Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named
in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the
“IPO”) of the Company’s units (the “Units”), each comprised of one ordinary
share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one-half of a redeemable warrant
(the “Warrants”), each whole redeemable Warrant entitling the holder thereof to purchase one Ordinary
Share at a price of $11.50 per share, and one right to receive one-tenth of an Ordinary Share (the “Rights”).
Certain capitalized terms used herein are defined in paragraph 14 hereof.


 


In order to induce the
Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit
that such IPO will confer upon the undersigned as a shareholder of the Company, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


1.              If
the Company solicits approval of its shareholders of a Business Combination, the undersigned will vote all Ordinary shares beneficially
owned by it whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2.             (a)
In the event that the Company fails to consummate a Business Combination within 15 months from the closing of the Company’s
IPO (or, if such time period is extended as described in the prospectus relating to the IPO, up to 18 months from the closing of
the Company’s IPO), the undersigned shall take all reasonable steps to (i) cause the Trust Fund to be liquidated and distributed
to the holders of IPO Shares and (ii) cause the Company to liquidate as soon as reasonably practicable.


 






    	 



     


    

 


(b) The undersigned
hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and any remaining
net assets of the Company as a result of such liquidation with respect to its Insider Shares or Private Units (and the underlying
Ordinary Shares) (“Claim”) and hereby waives any Claim the undersigned may have in the future as a result
of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason
whatsoever. The undersigned acknowledges and agrees that there will be no distribution from the Trust Fund with respect to any
Warrants or Rights underlying the Private Units, all rights of which will terminate on the Company’s liquidation.


 


(c)          In
the event that the Company does not consummate a Business Combination and must liquidate and its remaining net assets are insufficient
to complete such liquidation, the undersigned agrees to advance such funds necessary to complete such liquidation and agrees not
to seek repayment for such expenses.


 


3.             The
undersigned will escrow all of its Insider Shares pursuant to the terms of a Stock Escrow Agreement which the Company will enter
into with the undersigned and an escrow agent acceptable to the Company.


 


4.             The
undersigned agrees that until the Company consummates a Business Combination, the undersigned’s Private Units will be subject
to the transfer restrictions described in the Subscription Agreement relating to the undersigned’s Private Units.


 


5.             In
order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present
to the Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire
a target business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company,
subject to any pre-existing fiduciary and contractual obligations the undersigned might have.


 


6.             The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated
with any Insiders of the Company or their affiliates, including any company that is a portfolio company of, or otherwise affiliated
with, or has received financial investment from, an entity with which any Insider or their affiliates is affiliated, such transaction
must be approved by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion
from an independent investment banking firm or another independent entity that commonly renders valuation opinions on the type
of target business the Company is seeking to acquire that such Business Combination is fair to the Company’s unaffiliated
shareholders from a financial point of view.


 






    	 



     


    

 


7.              Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
and no such person will accept any compensation or other cash payment prior to, or for services rendered in connection with, the
consummation of the Business Combination; provided that the Company shall be allowed to make the payments set forth in the
Registration Statement under the caption “Prospectus Summary – The Offering – Limited Payments to Insiders.”


 


8.              Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
or accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned
or any affiliate of the undersigned originates a Business Combination.


 


9.              The
undersigned’s biographical information previously furnished to the Company and the Representative is true and accurate in
all material respects, does not omit any material information with respect to the undersigned’s biography and contains all
of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act of 1933.
The undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative is true and accurate in
all material respects. The undersigned represents and warrants that:


 


		(a)	it has never had a petition under the federal bankruptcy laws or any state insolvency law been filed by or against (i) it or
any partnership in which it was a general partner at or within two years before the time of filing; or (ii) any corporation or
business association of which it was an executive officer at or within two years before the time of such filing;



 


		(b)	it has never had a receiver, fiscal agent or similar officer been appointed by a court for its business or property, or any
such partnership;



 


		(c)	it has never been convicted of fraud in a civil or criminal proceeding;



 


		(d)	it has never been convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic
violations and minor offenses);



 


		(e)	it has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court
of competent jurisdiction, permanently or temporarily enjoining or otherwise limiting it from (i) acting as a futures commission
merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant,
any other person regulated by the Commodity Futures Trading Commission (“CFTC”) or an associated person of any of the
foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee
of any investment company, bank, savings and loan association or insurance company, or from engaging in or continuing any conduct
or practice in connection with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging
in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal
or state securities or federal commodities laws;



 






    	 



     


    

 


		(f)	it has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal
or state authority barring, suspending or otherwise limiting for more than 60 days its right to engage in any activity described
in 9(e)(i) above, or to be associated with persons engaged in any such activity;



 


		(g)	it has never been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or
state securities law, where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended
or vacated;



 


		(h)	it has never been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal
commodities law, where the judgment in such civil action or finding by the CFTC has not been subsequently reversed, suspended or
vacated;



 


		(i)	it has never been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree or
finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities
or commodities law or regulation, (ii) any law or regulation respecting financial institutions or insurance companies including,
but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary
or permanent cease-and desist order, or removal or prohibition order or (iii) any law or regulation prohibiting mail or wire fraud
or fraud in connection with any business entity;



 


		(j)	it has never been the subject of, or party to, any sanction or order, not subsequently reversed, suspended or vacated, or any
self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a member;



 






    	 



     


    

 


		(k)	it has never been convicted of any felony or misdemeanor: (i) in connection with the purchase or sale of any security; (ii)
involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker,
dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;



 


		(l)	it was never subject to a final order of a state securities commission (or an agency of officer of a state performing like
functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission
(or an agency or officer of a state performing like functions); an appropriate federal banking agency; the CFTC; or the National
Credit Union Administration that is based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive
conduct;



 


		(m)	it has never been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the time of such
sale, restrained or enjoined it from engaging or continuing to engage in any conduct or practice: (i) in connection with the purchase
or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the
business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of
securities;



 


		(n)	it has never been subject to any order of the SEC that orders it to cease and desist from committing or causing a future violation
of: (i) any scienter-based anti-fraud provision of the federal securities laws, including, but not limited to, Section 17(a)(1)
of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 206(1) of the Advisers Act or any
other rule or regulation thereunder; or (ii) Section 5 of the Securities Act;



 


		(o)	it has never been named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC
that was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently, the subject
of an investigation or proceeding to determine whether a stop order or suspension order should be issued;



 


		(p)	it has never been subject to a United States Postal Service false representation order, or is currently subject to a temporary
restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a
scheme or device for obtaining money or property through the mail by means of false representations;



 






    	 



     


    

 


		(q)	it is not subject to a final order of a state securities commission (or an agency of officer of a state performing like functions);
a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an
agency or officer of a state performing like functions); an appropriate federal banking agency; the CFTC; or the National Credit
Union Administration that bars the undersigned from: (i) association with an entity regulated by such commission, authority, agency
or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association or credit
union activities;



 


		(r)	it is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934
(the “Exchange Act”) or section 203(e) or 203(f) of the Investment Advisers Act of 1940 (the “Advisers Act”)
that: (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal securities dealer or investment
adviser; (ii) places limitations on the activities, functions or operations of, or imposes civil money penalties on, such person;
or (iii) bars the undersigned from being associated with any entity or from participating in the offering of any penny stock; and



 


		(s)	it has never been suspended or expelled from membership in, or suspended or barred from association with a member of, a securities
self-regulatory organization (e.g., a registered national securities exchange or a registered national or affiliated securities
association) for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade.



 


10.              The
undersigned has full right and power, without violating any agreement by which it is bound, to enter into this letter agreement.


 


11.              The
undersigned hereby waives its right to exercise conversion rights with respect to any Ordinary Shares owned or to be owned by the
undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket, and
agrees that it will not seek conversion with respect to or otherwise sell, such shares in connection with any vote to approve a
Business Combination with respect thereto or a vote to amend the provisions of the Company’s Amended and Restated Memorandum
and Articles of Association.


 


12.              The
undersigned hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum
and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of
a Business Combination unless the Company offers dissenting holders the right to receive their pro rata portion of the funds then
held in the Trust Fund.


 






    	 



     


    

 


13.              In
connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed
by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would
result in the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding
or claim arising out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration
in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration
shall be brought before the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be
conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that
the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom
enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal
fees and expenses, shall be borne by the non-prevailing party or as otherwise directed by the arbitrators.


 


14.              As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities; (ii)
“Insiders” shall mean all officers, directors and shareholders of the Company immediately prior to the
IPO; (iii) “Insider Shares” shall mean all of the Ordinary Shares of the Company acquired by an Insider
prior to the IPO and any Ordinary Shares underlying the Private Units; (iv) “IPO Shares” shall mean the
Ordinary Shares issued in the Company’s IPO; (v) “Private Units” shall mean (x) the Units purchased
in the private placement taking place simultaneously with the consummation of the Company’s IPO and (y) the additional Units
that may be purchased in connection with the exercise of the over-allotment option by the underwriters in the IPO as described
in the Registration Statement; (vi) “Registration Statement” means the registration statement on Form
S-1 filed by the Company with respect to the IPO; and (vii) “Trust Fund” shall mean the trust fund into
which a portion of the net proceeds of the Company’s IPO will be deposited.


 


15.              Any
notice, consent or request to be given in connection with any of the terms or provisions of this letter agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or facsimile transmission.


 


If to the Representative:


 


EarlyBirdCapital, Inc.





366 Madison Avenue, 8th
Floor





New York, NY 10017





Attn: Steven Levine





Facsimile: (212) 661-4936


 






    	 



     


    

 


If to the Company:





CM Seven Star Acquisition Corporation





Suite 1003-1004, 10/F, ICBC Tower





Three Garden Road, Central, Hong Kong





Attn: Bing Lin


 


with a copy (which copy shall not constitute
notice) to:


 


Loeb & Loeb LLP





345 Park Avenue





New York, NY 10154





Attn: Giovanni Caruso, Esq.





Facsimile: (212) 407-4990


 


16.          No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall
not operate to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding on the
parties hereto and any successors and assigns thereof.


 


17.          The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations and
warranties set forth herein in proceeding with the IPO.


 




    	 



     


    

  





	 	 	Shareholder Value Fund
	 	Print Name of Insider
	 	 	 
	 	By:	 	/s/ Bing Lin
	 	 	Bing Lin, Director