Exhibit 10.29


 


WAIVER AND CONSENT


 


This Waiver and Consent (“Consent”)
is made and entered into as of December 13, 2022, by Hunan An Yue Kenny Health Management Co. 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 $941,538.46 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 Shareholder shall, through her designated Person (the “Holdco”), receive the Subscription Shares
in a total amount of 312,600 Class A ordinary shares of the Parent as the Subscription Shares in the amounts as set forth in Annex
A and the WFOE Parties shall jointly issue the Promissory Note to the Shareholder in the aggregate amount of $857,142.85 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 three (3) 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.


 






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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 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)


 






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


 


	 	Holder




 


	 	Hunan An Yue Kenny Health Management Co. Limited




 


	 	By:	\s\ Tianming Zhao
	 	Name:	Tianming Zhao
	 	Title:	Chairman and CEO




 






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EXHIBIT A 


 


PROMISSORY NOTE


 






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EXHIBIT B


 


SECURITIES SUBSCRIPTION AGREEMENT


 








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