Exhibit 10.8


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY
NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION
OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	Principal Amount: $1,050,000.00	Dated as of January 24, 2019


 


CM Seven Star Acquisition Corporation, a Delaware
corporation (the “Maker”), promises to pay to the order of Kaixin Auto Group or its registered assigns or successors
in interest (the “Payee”) the principal sum of One Million Fifty Thousand Dollars ($1,050,000.00) in lawful
money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by
check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may
from time to time designate by written notice in accordance with the provisions of this Note.


 


		1.	Principal. The principal balance of this Promissory Note (this “Note”) shall be payable promptly
after the date on which the Maker consummates an initial business combination (a “Business Combination”) with
a target business (as described in its initial public offering prospectus dated October 25, 2017 (the “Prospectus”)).
The principal balance may not be prepaid without the consent of the Payee.



 


		2.	Conversion Rights. The Payee has the right, but not the obligation, to convert this Note,
in whole or in part, into private units (the “Units”) of the Maker, as described in the Prospectus, by providing
the Maker with written notice of its intention to convert this note at least one business day prior to the closing of a Business
Combination. The number of Units to be received by the Payee in connection with such conversion shall be an amount determined by
dividing (x) the sum of the outstanding principal amount payable to such Payee by (y) $10.00.



 


		(a)	Fractional Shares. No fractional Units will be issued upon conversion of this Note. In lieu
of any fractional Units to which Payee would otherwise be entitled, Maker will pay to Payee in cash the amount of the unconverted
principal balance of this note that would otherwise be converted into such fractional share.



 


		(b)	Effect of Conversion. If the Maker timely receives notice of the Payee’s intention
to convert this note at least one business day prior to the closing of a Business Combination, this Note shall be deemed to be
converted on the date the Business Combination closes. At its expense, the Maker will, as soon as practicable after receiving this
Note for cancellation after the closing of a Business Combination (assuming receipt of timely notice of conversion), issue and
deliver to Payee, at Payee’s address set forth on the signature page hereto or such other address requested by Payee, a certificate
or certificates for the number of Units to which Payee is entitled upon such conversion (bearing such legends as are customary
pursuant to applicable state and federal securities laws), including a check payable to Payee for any cash amounts payable as a
result of any fractional shares as described herein.



 




     


     


    

 


		3.	Interest. No interest shall accrue on the unpaid principal balance of this Note.



 


		4.	Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection
of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of
any late charges and finally to the reduction of the unpaid principal balance of this Note.



 


		5.	Events of Default. The following shall constitute an event of default (“Event of Default”):



 


		(a)	Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days
following the date when due.



 


		(b)	Voluntary Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy, insolvency, reorganization,
rehabilitation or other similar action, or the consent by it to the appointment of, or taking possession by, a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) for Maker or for any substantial part of its property, or
the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.



 


		(c)	Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises
in respect of maker in an involuntary case under any applicable bankruptcy, insolvency or similar law, for the appointing of a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of
its property, or ordering the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order
unstayed and in effect for a period of 60 consecutive days.



 


		6.	Remedies.



 


		(a)	Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare
this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable
hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.



 




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		(b)	Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note,
and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without
any action on the part of Payee.



 


		7.	Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand,
notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings
instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future
laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment,
levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment;
and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of
execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.



 


		8.	Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default,
or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability
of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification
granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may
be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers,
guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.



 


		9.	Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt
requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service
providing receipted delivery or (iv) sent by facsimile or (v) to the following addresses or to such other address as either party
may designate by notice in accordance with this Section:



 


If to Maker:


 


CM Seven Star Acquisition Corporation


Suite 1306, 13/F, AIA Central, 1 Connaught Road, Central,
Hong Kong

Attn: Stephen N. Cannon


 


If to Payee:


 


Kaixin Auto Group

5/F, North Wing

18 Jiuxianqiao Middle Road

Chaoyang District, Beijing 100016

People’s Republic of China

Attention: Thomas Jintao Ren


 




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Notice shall be deemed given on the earlier
of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation, (iii) the date reflected
on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express mail or delivery
service.


 


		10.	Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT
OF LAW PROVISIONS THEREOF.



 


		11.	Jurisdiction. The courts of New York have exclusive jurisdiction to settle any dispute arising out of or in connection
with this agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this
agreement) and the parties submit to the exclusive jurisdiction of the courts of New York.



 


		12.	Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.



 


The Payee hereby waives any and all
right, title, interest or claim of any kind (“Claim”) in or to any amounts contained in the trust account
in which the proceeds of the initial public offering (the “IPO”) conducted by the Maker and the proceeds of
the sale of securities in a private placement to occur prior to the effectiveness of the IPO, as described in greater detail in
the registration statement filed with the Securities and Exchange Commission in connection with the IPO, were placed, and hereby
agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim from the trust account or any distribution therefrom
for any reason whatsoever. If Maker does not consummate the Business Combination, this Note shall be repaid only from amounts remaining
outside of the Trust Account, if any.


 


		13.	Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written
consent of the Maker and the Payee.



 


		14.	Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto
(by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without
the required consent shall be void.



 


		15.	Further Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to be executed and done
by any other necessary party) all such deeds, documents, acts and things as the Payee may from time to time require as may be necessary
to give full effect to this Promissory Note.



 


IN WITNESS WHEREOF, Maker, intending to be legally bound hereby,
has caused this Note to be duly executed by its Chief Executive Officer and Chief Financial Officer the day and year first above
written.


 




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	 	CM SEVEN STAR ACQUISITION CORPORATION
	 	 	 
	 	By: 	 
	 	Name:   Sing Wang
	 	Title:     Chief Executive Officer
	 	 	 
	 	CM SEVEN STAR ACQUISITION CORPORATION
	 	 	 
	 	By: 	               
	 	Name:   Stephen N. Cannon
	 	Title:     Chief Financial Officer


 


	Accepted and Agreed:	 
	 	 	 
	KAIXIN AUTO GROUP	 
	 	 	 
	By:	      	 
	Name: Joseph Chen	 
	Title: Director	 


 




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