Exhibit 10.1


 


Form of Promissory Note


 


THIS
PROMISSORY NOTE (“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: $250,000
	 	Issuance Date: November 21, 2022



 


Mountain
Crest Acquisition Corp. III or its registered assigns or successors in interest (the “Maker”), promises to pay to the
order of ETAO International Group, a Cayman Islands corporation (the “Payee”),
the principal sum as set forth above (the “Principal Amount”) in lawful money of the United States of America, on the
terms and conditions described below. The Maker and Payee shall collectively be referred to as the “Parties.”
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 Note shall be payable by the Maker on the earlier of: (i) the date on which Maker consummates
a business combination with target businesses, or (ii) the date the Maker liquidates if a business combination is not consummated, but
no later than June 20, 2023 (the “Due Date”). The principal balance may be prepaid at any time. The principal balance shall
be payable by the Maker either: (i) in cash, or (ii) in shares of Maker’s common stock or ordinary shares, as the case may be (the
“Conversion Shares”), par value $0.0001, at the Payee’s election in writing. Payee may elect to convert any outstanding
principal balance into Conversion Shares, at any time when this Note remains outstanding, at a fixed conversion price of $10.00 per share.
Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker,
be personally obligated for any obligations or liabilities of the Maker hereunder.


 


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


Note.


 


3.       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 attorneys’, then to the payment in full of any late charges and finally to the reduction
of the unpaid principal balance of this Note.


 






     


     


    

 


4.       Forgiveness.
The Maker and Payee along with Wensheng Liu, entered into a certain agreement and plan of merger dated January 27, 2022, as amended (the
“Merger Agreement”), pursuant to which the Maker shall consummate the initial business combination by February 20, 2023
(the “Combination Period”). The Note will be forgiven by the Payee if the Maker is unable to consummate the initial business
combination by the Due Date, except to the extent of any funds held outside of the trust account (the “Trust Account”) maintained
with Continental Stock Transfer & Trust Company (“CST”) pursuant to an investment management trust agreement, dated
as of May 17, 2021, as amended, by the Maker and CST.


 


For clarification purposes, the Note shall be due and payable by the
Maker on the Due Date in the event that the Maker consummates the initial business combination with or without the Payee.


 


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 Amount due pursuant to this Note within five (5) business days from
the Due Date.


 


(b)           Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of 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 other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation
of its affairs, 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. 


 






     


     


    

 


(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 or 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. All
notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally
or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address
designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may
be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party
or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted
shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation,
if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days
after mailing if sent by mail.


 






     


     


    

 


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.
The Parties irrevocably submits to the exclusive jurisdiction of any New York State or United States Federal court sitting in The City
of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Note. The Parties irrevocably
waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit,
action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought
in an inconvenient forum.


 


11.       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. 


 


12.       Trust
Waiver.  Notwithstanding anything herein to the contrary, the Payee


hereby waives any and
all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the Trust Account of
the Maker in which the proceeds of the initial public offering (the “IPO”) (including the deferred underwriters discounts)
are deposited, as described in greater detail in the registration statement (file number 333-255519) and prospectus filed with the Securities
and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for
any Claim against the Trust Account for any reason whatsoever.


 


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.


 


[Signature page
follows]


 






     


     


    

 


IN WITNESS WHEREOF, Maker, intending to
be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.


 


 


	Mountain Crest Acquisition Corp. III	 
	 	 	 
	By:	/s/ Suying Liu	 
	 	Name:  Suying Liu	 
	 	Title: Chief Executive Officer