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Item 1.01
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Entry Into A Material Definitive Agreement
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Effective on September 7, 2018, Seven Stars Cloud Group, Inc.
(the “Company”) entered into a Global Financial Advisory Agreement (the “First Auto Agreement”) with First
Auto Loan (Oriental Huixin Investment Management Co., Ltd.), a company established in the People’s Republic of China (“First
Auto”) pursuant to which First Auto agreed to engage the Company as First Auto’s financial advisor with respect certain
areas, including without limitation, First Auto’s (i) electric vehicle upgrading and updating services; (ii) financing small
businesses in the micro-car circulation industry; (iii) consumption installment of car loans and (iv) asset securitization of existing
auto loan packages. The First Auto Agreement is exclusive other than with respect to mainland China and Hong Kong. The First Auto
Agreement is for a 3 year term, however, each of the Company and First Auto may terminate the First Auto Agreement if proper progress
is not made within 6 months.
The Company shall assist First Auto with conducting fractionalization
sales of fixed income products in China on a non-exclusive basis, and pursuant to which First Auto has agreed to provide the Company
with underlying assets of RMB 35 billion over a 3 year period. The Company shall also assist with conducting fixed income product
issuance and digital asset issuance in areas other than mainland China on an exclusive basis, and pursuant to which First Auto
has agreed to provide the Company with underlying assets of US$1 billion over a 3 year period. First Auto has agreed to allocate
up to 8% of the amount of the underlying assets provided by First Auto in connection with fixed income products and digitalized
financing products to pay for any service fees, financing costs and other financing expenses (including but not limited to service
fee, management fee, trustee fee, underwriting fee, guarantee deposit, rating fee, registration fee, legal service fee, audit fee
and other charges and fees caused by financing). First Auto has agreed to allocate up to 30% of the amount of the underlying assets
provided by First Auto in connection with overseas offerings of relevant digital income certificates, utility tokens and other
tokens to pay for any service fees, financing costs and other financing expenses (including but not limited to service fee, management
fee, trustee fee, underwriting fee, guarantee deposit, rating fee, registration fee, legal service fee, audit fee and other charges
and fees caused by financing).
Effective on September 7, 2018, the Company entered into an
Intellectual Property and Purchase and Assumption Agreement (the “SSIL Agreement”) with Sun Seven Star International
Limited, a Hong Kong company (“SSIL”) and an affiliate of Mr. Bruno Wu, our Chairman, pursuant to which SSIL sold the
assets of FinTalk to the Company in exchange for $1,000,000 promissory note (the “Note”) and shares of the Company’s
common stock with a fair market value of $6,000,000. The Company shall repay the Note in 12 equal monthly installments commencing
on October 7, 2018 at an interest rate of 2.51% per annum. The principal amount of the Note shall become due and payable in the
event of a default pursuant to the Note.
Effective on September 7, 2018, the Company
entered into a Share Purchase Agreement (the “Sun Agreement”) with an entity (“Sun”) affiliated with Sun
Seven Stars and with Mr. Bruno Wu, our Chairman, pursuant to which the Company agreed to exchange at fair market value Company
common stock in exchange for shares of Liberty Biopharma, an entity listed on the TSX venture exchange (“Liberty”)
as follows: (i) Liberty common stock valued at $15.5 million in exchange for Company common stock of equivalent value and (ii)
50% of the shares of Liberty, also at fair market value of the Company common stock, which are owned by Sun and which represent
a potential award of performance shares to Sun through the right to receive Liberty common stock subject to the fulfillment of
certain performance and vesting conditions set out in an agreement among Sun, Liberty and related entities.
The foregoing description of the First Auto
Agreement, the SSIL Agreement, the Note, and the Sun Agreement is not purported to be complete and is qualified in its entirety
by reference to the complete text of such agreement which will be filed as an exhibit to a Form 10-Q of the Company, as required.