Exhibit 10.35


 


WAIVER AND CONSENT


 


This Waiver and Consent (“Consent”)
is made and entered into as of December 13, 2022, by 6D Dental Limited (the “Holder”) in connection with the Promissory
Note attached hereto as Exhibit A (the “Promissory Note”) and Stock Subscription Agreement attached hereto as
Exhibit B (the “Stock 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 Stock
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 $1,726,153.85 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 Stock 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 Stock Subscription Agreement pursuant to Section 2.2(a) of the Stock
Subscription Agreement, as set forth below:


 


(a)       The total Purchase Price for the aggregate Sale Shares shall be $6,939,000.00, 20% of which shall be payable in promissory notes
(each, a “Promissory Note” and collectively, the “Promissory Notes”), substantially in the form attached hereto
as Exhibit A, to be issued by the Parent upon Closing to each and all of the Sellers, in the sum of $1,387,800, and 80% which shall
be payable in Class A ordinary shares of the Parent (the “Parent Ordinary Shares”), par value $0.01 per share, in the total
amount of [] Parent Ordinary Shares (the “Stock Consideration”) at a per share price of $10.00, to the Sellers in the respective
amounts as set forth in Annex A. Subject to the terms and conditions of the Promissory Notes, such Notes shall have a term of three
(3) years from the Closing Date, bear an interest of 2% per annum and be unsecured.


 


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


 






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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 Stock 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 Stock 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
	 	6D Dental Limited
	 	 
	 	 
	 	By:	\s\
    Jia You
	 	Name: 	Jia You
	 	Title: 	Director and CEO




 






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EXHIBIT A 


 


PROMISSORY NOTE


 






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EXHIBIT B 


 


STOCK SUBSCRIPTION AGREEMENT


 








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