moho-ex445_68.htm



Exhibit 4.45

Supplementary Loan Agreement

 

Party A (Lender): Techlong International Investment Limited

Party B (Borrower): ECMOHO Limited

Party C (Pledgor): Uhealth Limited

Party D (Guarantor): Zeng Qingchun

 

Whereas, Party A and ECMOHO Limited executed two Loan Contracts (hereinafter collectively referred to as the "Original Loan Contracts") on November 12, 2019, where Party B borrowed a total of USD 2,000,000 (Two Million US Dollars) from Party A. After friendly negotiation, the four parties hereto have agreed to extend all the terms of the Original Loan Contracts to May 31, 2020, and all the terms of the Original Loan Contracts shall be replaced with the provisions of this Supplementary Agreement as of June 1, 2020.

 

Article 1 Party A and Party B make the following changes to the repayment method stipulated in the Loan Contracts: from June 2020 to December 2020, Party B shall repay USD 37,500 (Thirty-seven Thousand and Five Hundred US Dollars) and interest to Party A at the beginning of each month (for details, please refer to Annex 1: Statement of the Principal and Interest of the Loan). In view of the impact of the COVID-19 on Party B's business, Party A agrees to exempt Party B from the cumulative interest payable of USD 175,000 (One Hundred and Seventy-five Thousand US Dollars) under the premise that Party B has repaid the 2020 loan principal of USD 262,500 (Two Hundred Sixty-two Thousand and Five Hundred US Dollars) as agreed. In 2021, Party B undertakes to repay the loan principal of USD 750, 000 (Seven Hundred and Fifty Thousand US Dollars) to Party A, and to repay the principal and interest at the beginning of each month (for details, please refer to Annex 1: Statement of the Principal and Interest of the Loan). In 2022, Party B undertakes to repay the loan principal of USD 987,500 (Nine Hundred Eighty-seven Thousand and Five Hundred US Dollars) to Party A, and to repay the principal and interest at the beginning of each month (for details, please refer to Annex 1: Statement of the Principal and Interest of the Loan).If Party B fails to repay the principal and interest on the agreed repayment date, the interest payable exempted by Party A shall be halved, and Party B shall immediately repay the cumulative interest payable of USD 87,500 (Eighty-seven Thousand and Five Hundred US Dollars) to Party A.

 

Article 2 Party C shall pledge to Party A part of its equity in Party B of 1,000,000 shares (one million shares) as a guarantee for Party B to perform its debts. Party D guarantees to Party A that Party B will perform its obligations hereunder.

 

Article 3 Party C shall register the equity pledge within 30 days after the entry into force of this Agreement.

 

Article 4 Party C guarantees that it legally owns the corresponding equity of ECMOHO Limited and there is no equity dispute.

 

Article 5 Party A shall, within 3 days after the realization of the claim secured by Party C or the termination of the pledge right, actively assist Party C in the de-registration of the equity pledge.

 



 

 

Article 6 The parties hereby acknowledge and agree that the pledge right and guarantee liability under this Agreement shall be terminated if one of the following conditions is satisfied:

1. Where Party A's claim is realized;

2. Where Party B has otherwise provided Party A with the equivalent collateral and pledge, and completed the relevant registration and filing procedures;

3. Where the contract under which the claim is secured is invalid or cancelled.

 

Article 7 This Agreement shall be governed by the laws of the People's Republic of China. The parties hereto agree that they will make every reasonable efforts to resolve any dispute arising herefrom through friendly negotiation. If no agreement is reached regarding such dispute within one month, any party hereto may submit the same to Shanghai International Economic and Trade Arbitration Commission (SIETAC) for arbitration in accordance with its rules then in effect.

 

Article 8 In case of any conflict between this Agreement and the Original Contracts, this Agreement shall prevail. This Agreement shall take effect from the date when the four parties sign and affix their seals. This Agreement is made in four (4) counterparts, with each party holding one (1) counterpart respectively.


	
 

Party A: Techlong International Investment Limited (seal)

/s/ Chang, Ching-Yi

 

 
	
 

Party B: ECMOHO Limited (seal)

 

	
Party C: Uhealth Limited (seal)
	
Party D: /s/ Zeng Qingchun




Date: May 29, 2020

 

 

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Annex 1: Statement of the Principal and Interest of the Loan

 


	
Repayment date
	
Principal to be Paid
	
Balance of Loan
	
Days of Loan
	
Interest
	
Interest till May 2020
	
Total of Principal and Interest

	
2020/6/1
	
37,500
	
1,962,500
	
1
	
8.22
	
122,167.59
	
159,675.81

	
2020/7/1
	
37,500
	
1,925,000
	
31
	
254.80
	
-
	
37,754.80

	
2020/8/1
	
37,500
	
1,887,500
	
62
	
509.59
	
-
	
38,009.59

	
2020/9/1
	
37,500
	
1,850,000
	
93
	
764.38
	
-
	
38,264.38

	
2020/10/1
	
37,500
	
1,812,500
	
123
	
1,010.96
	
-
	
38,510.96

	
2020/11/1
	
37,500
	
1,775,000
	
154
	
1,265.75
	
-
	
38,765.75

	
2020/12/1
	
37,500
	
1,737,500
	
184
	
1,512.33
	
-
	
39,012.33

	
2021/1/1
	
62,500
	
1,675,000
	
215
	
2,945.21
	
-
	
65,445.21

	
2021/2/1
	
62,500
	
1,612,500
	
246
	
3,369.86
	
-
	
65,869.86

	
2021/3/1
	
62,500
	
1,550,000
	
274
	
3,753.43
	
-
	
66,253.43

	
2021/4/1
	
62,500
	
1,487,500
	
305
	
4,178.08
	
-
	
66,678.08

	
2021/5/1
	
62,500
	
1,425,000
	
335
	
4,589.04
	
-
	
67,089.04

	
2021/6/1
	
62,500
	
1,362,500
	
366
	
5,013.70
	
-
	
67,513.70

	
2021/7/1
	
62,500
	
1,300,000
	
396
	
5,424.66
	
-
	
67,924.66

	
2021/8/1
	
62,500
	
1,237,500
	
427
	
5,849.32
	
-
	
68,349.32

	
2021/9/1
	
62,500
	
1,175,000
	
458
	
6,273.97
	
-
	
68,773.97

	
2021/10/1
	
62,500
	
1,112,500
	
488
	
6,684.93
	
-
	
69,184.93

	
2021/11/1
	
62,500
	
1,050,000
	
519
	
7,109.59
	
-
	
69,609.59

	
2021/12/1
	
62,500
	
987,500
	
549
	
7,520.55
	
-
	
70,020.55

	
2022/1/1
	
82,500
	
905,000
	
580
	
10,487.67
	
-
	
92,987.67

	
2022/2/1
	
82,500
	
822,500
	
611
	
11,048.22
	
-
	
93,548.22

	
2022/3/1
	
82,500
	
740,000
	
639
	
11,554.52
	
-
	
94,054.52

	
2022/4/1
	
82,500
	
657,500
	
670
	
12,115.07
	
-
	
94,615.07

	
2022/5/1
	
82,500
	
575,000
	
700
	
12,657.54
	
-
	
95,157.54

	
2022/6/1
	
82,500
	
492,500
	
731
	
13,218.08
	
-
	
95,718.08

	
2022/7/1
	
82,500
	
410,000
	
761
	
13,760.55
	
-
	
96,260.55

	
2022/8/1
	
82,500
	
327,500
	
792
	
14,321.10
	
-
	
96,821.10

	
2022/9/1
	
82,500
	
245,000
	
823
	
14,881.65
	
-
	
97,381.65

	
2022/10/1
	
82,500
	
162,500
	
853
	
15,424.11
	
-
	
97,924.11

	
2022/11/1
	
82,500
	
80,000
	
884
	
15,984.66
	
-
	
98,484.66

	
2022/12/1
	
80,000
	
 
	
914
	
16,026.30
	
-
	
96,026.30

	
Total
	
2,000,000
	
 
	
 
	
229,517.81
	
122,167.59
	
2,351,685.40




 

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