Exhibit 10.33


 


WAIVER AND CONSENT


 


This Waiver and Consent (“Consent”)
is made and entered into as of December 13, 2022, by QHYL Limited (the “Holder”) in connection with the Promissory
Note attached hereto as Exhibit A (the “Promissory Note”) and Securities Subscription Agreement attached hereto
as Exhibit B (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 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 $2,257,261.41 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:


 


(a)                  
Subject to this Agreement, the Shareholders shall receive the Subscription Shares in a total amount of 902,904 Class A ordinary
shares of the Parent as the Subscription Shares in the respective amounts as set forth in Annex A to be registered under the name
of Holdco, which is being formed and will be owned jointly by the Shareholders, and the WFOE Parties shall jointly issue the Promissory
Note to the Holdco in the aggregate amount of $2,257,261.41 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.


 






    1


     


    

 


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.


 


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)


 






    2


     


    

 





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


 


	 	Holder
	 	QHYL Limited
	 	 
	 	By:	\s\ Haibo Hu
	 	Name: Haibo Hu
	 	Title: President




 






    3


     


    

 





EXHIBIT A 


 


PROMISSORY NOTE


 






    4


     


    

 





EXHIBIT B


 


SECURITIES SUBSCRIPTION AGREEMENT


 








    5