Exhibit 10.27


 


WAIVER AND CONSENT


 


This Waiver and Consent (“Consent”)
is made and entered into as of December 13, 2022, by YHM Limited (the “Holder”) in connection with the Promissory Note
(the “Promissory Note”) and Securities Subscription Agreement (the “Securities Subscription Agreement”)
entered into between Etao International Group, a Cayman Islands corporation (the “Parent”), Etao International Healthcare
Technology Co., Ltd. (the “WFOE”), and the Holder. Capitalized terms used but not defined herein will have the meanings
assigned to them in the Promissory Note and the Securities Subscription Agreement, respectively.


 


WHEREAS, the Parent and WFOE entered into the Promissory
Note attached hereto as Exhibit A dated as of August 24, 2021, whereby the Parent and WFOE will jointly and severally, and unconditionally
promise to pay to the order of Holder, the principal amount of $4,014,720 USD (the “Principal Amount”), together with
the accrued interest at the rate of 2% per annum; and


 


WHEREAS, the the Parent and WFOE wish to request
a waiver of Section 1(b) of the Promissory Note and Section 2.2(a) of the Securities Subscription Agreement by the Holder of the Holder’s
right to request the prepayment of the Promissory Note, upon completion of the DeSpac Merger between Mountain Crest Acquisition Corp.
III, a Delaware corporation, and the Parent.


 


NOW, THEREFORE, the Holder hereby agrees as follows:


 


1.       The
Holder hereby agrees to waive its right to demand prepayments of the Promissory Note pursuant to Section 1(b) of the Promissory Note,
as set forth below:


 


“b) Mandatory Prepayments. Upon the completion of the
DeSPAC Merger, the Holder shall have the right to request the repayment of the Note, in whole or in part, on or after the date (“Mandatory
Prepayment Triggering Date”) that is thirty (30) calendar days from the consummation of the DeSPAC Merger, provided that the Mandatory
Prepayment Triggering Date occurs prior to the Maturity Date.”


 


2.       The
Holder hereby agrees to waive its right to demand prepayments of the Securities Subscription Agreement pursuant to Section 2.2(a) of the
Securities Subscription Agreement, as set forth below:


 


Subject to this Agreement, the Shareholder shall,
through his designated Person (the “Holdco”), receive the Subscription Shares in a total amount of 602,208 Class A ordinary
shares of the Parent as the Subscription Shares as set forth in Annex A and the WFOE Parties shall jointly issue the Promissory Note to
the Shareholder in the aggregate amount of $4,014,720.00 USD based on the Currency Exchange Rate, substantially in the form attached hereto
as Exhibit A. Subject to the terms and conditions of the Promissory Note, such Note shall be unsecured, have a term of two (2) years from
the Closing Date, bear an interest of 2% per annum, and the Note holder will have the right to prepayment of the Promissory Note upon
the occurrence of certain conditions, including the completion of the business combination with a SPAC.


 


3.       The
invalidity or unenforceability of any provision hereof will in no way affect the validity or enforceability of any other provision.


 


4.       All
notices, demands, requests, consents, approvals, and other communications required or permitted in connection with this Consent shall
be made and given in the same manner set forth in Section 4(a) of the Promissory Note and Section 14.4 of the Securities Subscription
Agreement.


 






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5.       This
Consent shall be governed by, interpreted and construed in accordance with the laws of the State of New York without regard to principles
of conflicts of laws and as further described in Section 4(k) of the Promissory Note and Section 14.14 of the Securities Subscription
Agreement. 


 


(Signatures to follow)


 






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IN WITNESS
WHEREOF, the Holder has caused this Waiver to be executed as of the date first written above.


 


	 	Holder
	 	YHM Limited 
	 	 
	 	By:	\s\ Yang HongMing
	 	Name: Yang HongMing
	 	Title: Chairman and Director




 






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EXHIBIT A 


 


PROMISSORY NOTE


 






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EXHIBIT B


 


SECURITIES SUBSCRIPTION AGREEMENT


 








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