AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 31st, 2022 • Mountain Crest Acquisition Corp. III • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) effective as of the [●] day of [●], 2022, is made and entered into by and among ETAO International Co, Ltd. (formerly known as Mountain Crest Acquisition Corp III), a Cayman Islands exempted company (the “Company”), each of the undersigned parties that are Pre-IPO Investors (as defined below), and each of the other shareholders of ETAO International Group, a Cayman Islands exempted company (“OpCo”) whose names are listed on Exhibit A hereto (each a “OpCo Investor” and collectively the “OpCo Investors”) (each of the foregoing parties (other than the Company) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, an “Investor” and collectively, the “Investors”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 31st, 2022 • Mountain Crest Acquisition Corp. III • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on January 26, 2022, by and between Mountain Crest Acquisition Corp. Ill, a Delaware corporation (the “Issuer”), and the undersigned subscriber (the “Investor”).
LOCK-UP AGREEMENTLock-Up Agreement • January 31st, 2022 • Mountain Crest Acquisition Corp. III • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [·], 2022 by and between the undersigned stockholder (the “Holder”) and ETAO International Co., Ltd., a Cayman Islands company (“Parent”).
COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • January 31st, 2022 • Mountain Crest Acquisition Corp. III • Blank checks
This COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of [__], 2022 (this “Support Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), Etao International Group, a Cayman Island corporation (the “Company”) and Mountain Crest Acquisition Corp. III, a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 31st, 2022 • Mountain Crest Acquisition Corp. III • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (as the same may be amended, restated, supplemented or modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of January 27, 2022 is entered into by and among Mountain Crest Acquisition Corp. III, a Delaware corporation (“Parent”) , Etao International Group., a Cayman Islands corporation (the “Company”), and Wensheng Liu, in his capacity as the Company Shareholders’ Representative (the “Shareholders’ Representative”).
