Exhibit 10.28


 


PROMISSORY NOTE


 


	Principal Amount:	New York, New York
	$941,538.46 USD	Issuance Date: August 24, 2021


 


For value received pursuant
to the securities subscription agreement (the “Agreement”) dated as of April 19, 2021, the undersigned, Etao International
Group (the “Parent”), a Cayman Islands company, and Etao International Healthcare Technology Co. (the “WFOE” and
together with the Parent, the “WFOE Entities”), a Chinese company and wholly-owned subsidiary of the Parent, hereby jointly
and severally unconditionally promise to pay to the order of Hunan An Yue Kenny Health Management Co Limited, (the “Holder”),
the principal amount of $941,538.46 USD (the “Principal Amount”), together with the accrued interest at the rate of 2%
per annum (the “Interest”), according to the terms and schedule of this promissory note (this “Note”). This
Note is delivered pursuant to the terms of that certain Agreement by and among the WFOE Entities, Kang Ning (Heng Yang) Healthcare Management
Co., Ltd. (the “VIE Entity”), and the sole shareholder of the VIE Entity. The Holder is owned and controlled by the sole Shareholder
of the VIE Entity. Unless specifically defined herein, the capitalized terms shall have the meanings set forth in the Agreement.


 


1. Repayment of the Note.  The
Principal Amount and accrued but unpaid Interest outstanding hereunder shall be payable on the Maturity Date (as defined herein). Interest
shall accrue on the unpaid principal balance of this Note at the rate of two percent (2%) per annum (the “Interest Rate”).
Interest shall be calculated from and include the Issuance Date and shall be calculated on an actual/365-day basis. 


 


(a) Optional Prepayments.
The WFOE Entities may prepay any amounts owing under this Note, in whole or in part, at any time and from time to time, without premium
or penalty.


 


(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. 


 


(c) Method of Payment.
The WFOE Entities will make all payments of Principal Amount and Interest under this Note by wire transfer of immediately available funds
denominated in U.S. dollars to the bank account specified by the Holder in written notice delivered to the WFOE Entities on or before
each date a payment under this Note is made (the “Repayment Date”).


 


(d) Maturity Date. The
Principal Amount, together with any accrued and unpaid Interest, shall become due and payable on August 24, 2024 (the “Maturity
Date”).


 






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(e) Invalidated Payments.
  To the extent that the Holder receives any payment on any amounts owing under this Note, and any such payment(s) or any part thereof
are subsequently invalidated, declared to be fraudulent or preferential, set aside, subordinated and/or required to be repaid to a trustee,
receiver or any other person or entity under any bankruptcy act, state or federal law, common law or equitable cause, then, to the extent
of such payment(s) received, the WFOE Entities’ obligations or part thereof intended to be satisfied shall be revived and continue
in full force and effect, as if such payment(s) had not been received by the Holder and applied on account of the WFOE Entities’
obligations under this Note.


 


(f) Surrender and Cancellation.
  Once the Principal Amount, plus all accrued but unpaid Interest thereon, has been paid in full, all obligations under this Note
will immediately and automatically terminate, and the Holder will promptly surrender this Note to the WFOE Entities for cancellation.


 


2. Default. 


(a)          Event
of Default. Each of the following events shall constitute an “Event of Default”:


 


 (i)          the
WFOE Entities’ failure to pay to the Holder any of the Principal Amount, Interest, or other amounts when and as due under this Note,
in which case only if such failure remains uncured for a period of at least ten (10) days from the date when a written notice from the
Holder regarding the failure to pay Interest and/or Principal is given by the Holder of the Note;


 


(ii)          bankruptcy,
insolvency, reorganization or liquidation proceedings or other proceedings for the relief of the Parent shall be instituted by or against
the by a third party, shall not be dismissed within thirty (30) days of their initiation; or


 


(iii)          the
commencement by the Parent or WFOE of a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be adjudicated as bankrupt or insolvent, or the consent by it
to the entry of a decree, order, judgment or other similar document in respect of the Parent or WFOE in an involuntary case or proceeding
under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization
or relief under any applicable federal, state or foreign law, or the consent by either the Parent or WFOE to the filing of such petition
or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Parent or WFOE or of any substantial part of their properties, or the making by it of an assignment for the benefit of creditors,
or the execution of a composition of debts, or the occurrence of any other similar federal, state or foreign proceeding, or the admission
by it in writing of its inability to pay its debts generally as they become due, the taking of corporate action by the Parent or WFOE
in furtherance of any such action or the taking of any action by any Person to commence a Uniform Commercial Code foreclosure sale or
any other similar action under federal, state or foreign law


 






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(b)          Notice
of an Event of Default. As soon as possible and in any event within seven (7) days after the Parent or WFOE becomes aware that an
Event of Default as set forth in Section 2(a)(ii)-(iii) has occurred and has not been cured, the Parent or WFOE shall notify the Holder
in writing of the nature, extent and time of and the facts surrounding such Event of Default, and the action, if any, that the Parent
or WFOE proposes to take with respect to such Event of Default.


 


3. Remedies.


 


(a) At any time an Event of
Default exists or has occurred and is continuing, the Principal Amount and Interest of the Note shall become immediately due and payable
to the Holder and the Holder shall have all rights and remedies provided in this Note, the Uniform Commercial Code (the “UCC”)
and other applicable law, all of which rights and remedies may be exercised without notice to or consent by the WFOE Entities except as
such notice or consent is expressly provided for hereunder or required by applicable law.  All rights, remedies and powers granted
to the Holder hereunder, under the UCC or under other applicable law, are cumulative, not exclusive and enforceable, in the Holder’s
discretion, alternatively, successively, or concurrently on any one or more occasions.


 


(b) The WFOE Entities hereby
agree to pay all reasonable out-of-pocket costs and expenses, including reasonable attorneys’ fees, incurred by the Holder in the
collection of the indebtedness evidenced by this Note during a judicial proceeding, in enforcing any of the rights, powers, remedies and
privileges of the Holder hereunder, or in connection with any further modifications, releases, or otherwise incurred by the Holder in
connection with this Note.  As used in this Note, the term “attorneys’ fees” shall mean reasonable charges and
expenses for legal services rendered to or on behalf of the Holder in connection with the collection of the indebtedness evidenced by
this Note at any time during the judicial proceedings, including the trial and/or appellate level and post-judgment or bankruptcy proceedings.


 


4. Miscellaneous.


 


(a) Notices.  All
notices, offers, acceptance and any other acts under this Note shall be in writing, and shall be sufficiently given if delivered to the
addresses in person, by Federal Express or similar overnight next business day delivery or by email delivery followed by overnight next
business day delivery, as follows:


 


To the WFOE Entities:


As set forth in the Agreement


 


To the Holder:


Address: [                     ]


Attention: [*]


Fax:


Email: 


 


With copies to:


[*]


 


or to such other address as any of them, by notice
to the other may designate from time to time. Time shall be counted from the date of transmission.


 






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(b) Successors and Assigns.
  This Note and the obligations hereunder shall inure to the benefit of and be binding upon the respective successors and assigns
of the parties; provided, however, that neither party may assign any of its rights or obligations hereunder without
the prior written consent of the other, except that the Holder may assign all or any portion of its rights hereunder to an affiliate of
the Holder without such consent by giving written notice of such assignment to the WFOE Entities.  Assignment of all or any portion
of this Note in violation of this Section 4(b) shall be null and void.


 


(c) Amendment; Waiver.
  No modification, amendment or waiver of any provision of this Note shall be effective unless in writing and approved by the WFOE
Entities and the Holder.


 


(d) Reserved.  


 


(e) No Third Party Beneficiaries.
  Except as specifically set forth or referred to herein, nothing herein is intended or shall be construed to confer upon any person
or entity other than the parties and their successors or assigns, any rights or remedies under or by reason of this Note.


 


(f) Non-Waiver.  The
parties’ rights and remedies under this Note are cumulative and not alternative.  Neither the failure nor any delay by any
party in exercising any right, power or privilege under this Note will operate as a waiver of such right, power or privilege, and no single
or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege
or the exercise of any other right, power or privilege.  No waiver will be effective unless it is in writing and signed by an authorized
representative of the waiving party.  No waiver given will be applicable except in the specific instance for which it was given.
  No notice to or demand on a party will constitute a waiver of any obligation of such party or the right of the party giving such
notice or demand to take further action without notice or demand as provided in this Note.


 


(g) Excessive Charges.
  Interest may not accrue under this Note in excess of the maximum interest rate allowed by applicable law.  If the Holder receives
interest payments at an interest rate in excess of the maximum interest rate allowed by applicable law, then the Holder will refund to
the WFOE Entities the amount by which such excess exceeds the maximum interest rate allowed by applicable law.


 


(h) Severability.  If
any court of competent jurisdiction holds any provision of this Note invalid or unenforceable, then the other provisions of this Note
will remain in full force and effect.  Any provision of this Note held invalid or unenforceable only in part or degree will remain
in full force and effect to the extent not held invalid or unenforceable.


 






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(i) References.  The
headings in this Note are provided for convenience only and will not affect the construction or interpretation of this Note.  Unless
otherwise provided, references to “Section(s)” refer to the corresponding section(s) of this Note.


 


(j) Construction.
  Both the WFOE Entities and the Holder participated in the negotiation and drafting of this Note, assisted by such legal
counsel as it desired, and contributed to its revisions.  Any ambiguities with respect to any provision of this Note will be
construed fairly as to both the WFOE Entities and the Holder and not in favor of or against the WFOE Entities or the Holder.
  All pronouns and any variation thereof will be construed to refer to such gender and number as the identity of the subject may
require.  The terms “include” and “including” indicate examples of a predicate word or clause and not a
limitation on that word or clause.  To the extent any provision of the Agreement conflicts with the provisions of this Note,
the provisions of this Agreement will control.


 


(k) Governing Law.  This
Note is governed by the laws of the State of New York, including without limitation the New York UCC, without regard to conflict of laws
principles.


 


(l) Consent to Jurisdiction.
  Each of the WFOE Entities and the Holder hereby (a) agrees to the exclusive jurisdiction of any state or federal court sitting in
the City of New York, State of New York (and the appropriate appellate courts) with respect to any claim or cause of action arising under
or relating to the Note, (b) waives any objection based on forum non conveniens and waives any objection to venue of any such suit, action
or proceeding, (c) waives personal service of any and process upon it, and (d) consents that all services of process be made by registered
or certified mail (postage prepaid, return receipt requested) directed to it at its address stated in this Note and service so made will
be complete when received.  Nothing in this Section (l) will affect the rights of the WFOE Entities or Holder to serve legal process
in any other manner permitted by law.


 


(m) Waiver of Trial by Jury.
  Each party hereby waives its right to a jury trial in connection with any suit, action or proceeding in connection with any matter
relating to this Note.


 


[SIGNATURE PAGE IMMEDIATELY FOLLOWS]


 






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The WFOE Entities hereby jointly
and severally sign this Note as of the date first written above.


 


	PARENT:	Etao International Group
	 	 
	 	By:	 \s\ Wensheng Liu
	 	Name: 	Wensheng Liu
	 	Title: 	Chief Executive Officer



 


	WFOE:	Etao International Healthcare Technology Co., Ltd.
	 	 
	 	By:	\s\ Wensheng Liu
	 	Name: 	Wensheng Liu
	 	Title: 	Chief Executive Officer


 






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