5,000,000 Units Mountain Crest Acquisition Corp. III UNDERWRITING AGREEMENTUnderwriting Agreement • May 21st, 2021 • Mountain Crest Acquisition Corp. III • Blank checks • New York
The undersigned, Mountain Crest Acquisition Corp. III, a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 21st, 2021 • Mountain Crest Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is entered into as of the 17th day of May, 2021, by and among Mountain Crest Acquisition Corp. III, a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors” ).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • May 21st, 2021 • Mountain Crest Acquisition Corp. III • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 17, 2021, by and between Mountain Crest Acquisition Corp. III, a Delaware corporation (the “Company”), and the undersigned directors and officers if the Company (“Indemnitee”).
RIGHTS AGREEMENTRights Agreement • April 27th, 2021 • Mountain Crest Acquisition Corp. III • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of ______, 2021 between Mountain Crest Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (the “Right Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 21st, 2021 • Mountain Crest Acquisition Corp. III • Blank checks • New York
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 27th, 2021 • Mountain Crest Acquisition Corp. III • Blank checks • New York
May 17, 2021Underwriting Agreement • May 21st, 2021 • Mountain Crest Acquisition Corp. III • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Mountain Crest Acquisition Corp. III, a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of common stock of the Company, $0.0001 par value (the “Common Stock”) and one right to receive one-tenth (1/10) of one share of Common Stock (the “Rights”). Certain capitalized terms used herein are defined in paragraph 16 hereof.
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”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • May 21st, 2021 • Mountain Crest Acquisition Corp. III • Blank checks • New York
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”).
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • July 29th, 2022 • Mountain Crest Acquisition Corp. III • Blank checks • Delaware
This MUTUAL TERMINATION AGREEMENT(this “Agreement”) dated as of July 25, 2022 between Mountain Crest Acquisition Corp. III, a corporation with offices located at 311 West 43rd Street, 12th Floor, New York, NY 10036 (“MCAE”) and SME Investment Group Co., Ltd., a corporation having an office at 7th Floor, Unit 4, Kaitu Development Building, 33 Mongkok Road, Kowloon, China 999077 (“SME”). MCAE and SME are individually referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Subscription Agreement (as defined below).
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).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 13th, 2022 • Mountain Crest Acquisition Corp. III • Blank checks • Delaware
THIS AMENDMENT dated as of June 7, 2022 to the AGREEMENT AND PLAN OF MERGER (this “Amendment”) dated as of January 27, 2022 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”). Parent, Company and the Shareholder’s Representative are sometimes referred to herein as a “Party” or collectively as the “Parties”. Capitalized terms used and not defined herein have the respective meanings ascribed to them in the Merger Agreement (as defined below).
RIGHTS AGREEMENTRights Agreement • May 21st, 2021 • Mountain Crest Acquisition Corp. III • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of May 17, 2021 between Mountain Crest Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (the “Right Agent”).
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”).
MOUNTAIN CREST ACQUISITION CORP. III 311 West 43rd Street, 12th Floor New York, NY 10036 May 17, 2021Mountain Crest Acquisition Corp. III • May 21st, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Mountain Crest Acquisition Corp. III (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Mountain Crest Holdings III LLC (“Sponsor”) shall make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 311 West 43rd Street, 12th Floor, New York, NY 10036 (or any successor location). In exchange therefore, the Company shall pay Sponsor a sum not to exceed $10,000 per month, respectively, on the Effective Date and continuing monthly thereafter
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 19th, 2022 • Mountain Crest Acquisition Corp. III • Blank checks • Delaware
THIS AMENDMENT dated as of October 17, 2022 to the AGREEMENT AND PLAN OF MERGER (this “Amendment No. 2”) dated as of January 27, 2022 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”), as further amended on June 7, 2022. Parent, Company and the Shareholder’s Representative are sometimes referred to herein as a “Party” or collectively as the “Parties”. Capitalized terms used and not defined herein have the respective meanings ascribed to them in the Merger Agreement (as defined below).
AMENDMENT No. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT Dated May 17, 2021Investment Management Trust Agreement • November 17th, 2022 • Mountain Crest Acquisition Corp. III • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of November 17, 2022, to the Investment Management Trust Agreement (as defined below) is made by and between Mountain Crest Acquisition Corp. III (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
JOINDER AGREEMENTJoinder Agreement • July 29th, 2022 • Mountain Crest Acquisition Corp. III • Blank checks • Delaware
This JOINDER AGREEMENT, dated as of July 26, 2022 (this “Joinder Agreement”), to the 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., an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), and Wensheng Liu, in his capacity as the Company Shareholders’ Representative (the “Shareholders’ Representative”), as amended by the Amendment to Agreement and Plan of Merger made and entered into as of June 7, 2022 by and between Parent and the Company (collectively, the “Merger Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
MOUNTAIN CREST ACQUISITION CORP. III 311 West 43rd Street, 12th Floor New York, NY 10036Mountain Crest Acquisition Corp. III • April 27th, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Mountain Crest Acquisition Corp. III (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Mountain Crest Holdings III LLC (“Sponsor”) shall make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 311 West 43rd Street, 12th Floor, New York, NY 10036 (or any successor location). In exchange therefore, the Company shall pay Sponsor a sum not to exceed $10,000 per month, respectively, on the Effective Date and continuing monthly thereafter
