COMMERCIAL BANKING (CARM 180910) CONFIDENTIAL The Directors Ecmoho (Hong Kong) Limited Shang Hai Shi Xu Hui Qu Tian Yue Qiao Lu 1000 Hao 3 Lou Xu Hui Yuan Shang Wu Lou China

Partial drawdown is allowed against Charge over Securities and Deposits on a pro-rata basis as per below table:

Post-Shipment Buyer Loans Limit

Charge over Securities and Deposits amount

USD4,000,000.-

USD2,000,000.-

USD1,000,000.-

A Charge over Securities and Deposits (Unlimited Amount) granted by the Borrower(s).

A Guarantee (Limited Amount) limited to USD5,000,000.- plus default interest and other costs and expenses as further set out in the guarantee from Ms ▇▇▇▇ ▇▇▇▇ and ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇.

A Guarantee (Limited Amount) limited to USD5,000,000.- plus default interest and other costs and expenses as further set out in the guarantee from Shanghai Ecmoho Health Technology Co Ltd 上海易恆健康生物科技有限公司, with registration in State Administration of Foreign Exchange. We attach our standard Guarantee (Limited Amount). Please arrange to sign and return it to us, together with the supporting board resolution(s).

An “Assignment of Receivables – Specific Arrangement” granted by the Borrower(s). We attach our standard “Assignment of Receivables – Specific Arrangement”. Please arrange to sign and return to us the document(s), together with the supporting board resolution(s).

An “Assignment of Receivables – Specific Arrangement” granted by the Borrower(s). We attach our standard “Assignment of Receivables – Specific Arrangement”. Please arrange to sign and return to us the document(s), together with the supporting board resolution(s).

An “Assignment of Receivables – Specific Arrangement” granted by the Borrower(s). We attach our standard “Assignment of Receivables – Specific Arrangement”. Please arrange to sign and return to us the document(s), together with the supporting board resolution(s).

An “Assignment of Receivables – Specific Arrangement” granted by the Borrower(s). We attach our standard “Assignment of Receivables – Specific Arrangement”. Please arrange to sign and return to us the document(s), together with the supporting board resolution(s).

An “Assignment of Receivables – Specific Arrangement” granted by the Borrower(s). We attach our standard “Assignment of Receivables – Specific Arrangement”. Please arrange to sign and return to us the document(s), together with the supporting board resolution(s).

A Guarantee (Limited Amount) limited to USD5,000,000.- plus default interest and other costs and expenses as further set out in the guarantee from Ecmoho Limited. We attach our standard Guarantee (Limited Amount). Please arrange to sign and return it to us, together with the supporting board resolution(s).

give the undertakings set out in the Schedule of Further Notes which will remain in full force until the facilities have been repaid in full: and/or

make the representations and warranties set out in the Schedule of Further Notes which will be deemed repeated daily until the facilities have been repaid in full; and/or

agree to the further conditions as set out in the Schedule of Further Notes.

A Post-shipment Buyer Loans may be granted to the Borrower(s)’s suppliers for a period up to the maximum tenor as stipulated under the heading “Facilities” (less any usance/credit periods granted by the Borrower(s)’s suppliers), on the conditions that:

the Bank receives an undertaking that the purchase of goods is a genuine trade transaction and that no other financing has been or will be requested or obtained from the Bank or any other financial institution against the suppliers’ invoices financed by the Bank.

the Bank receives the original or certified true copy of the pro-forma invoice, the accepted purchase order or such other document acceptable to the Bank, and which clearly stipulates the advance payment terms,

the Bank receives written instruction from the Borrower to remit payment directly to the suppliers,

the Bank receives and the relevant transport documents acceptable to the Bank, which are marked with the relevant Pre-Shipment Buyer Loan Reference Number and

the aggregate outstanding amount outstanding is within the above specific limits.

The Bank will settle the invoices direct on the respective due dates and the proceeds will be remitted or credited directly to the suppliers’ accounts. Notwithstanding the foregoing, the Bank’s overriding right to demand repayment at any time shall not be affected.

Against submission of

Commercial invoices from suppliers.

Proof of delivery (i.e. Airway Bill /Bill of lading/ Delivery note or Cargo receipt acknowledged by Borrower)

Drawdown is allowed up to 100% of the invoice amount.

Post-shipment Buyer Loans proceeds restricted to direct payment to 3rd party suppliers only.

None of the Borrower(s), any of its subsidiaries, any director or officer or any employee, agent, or affiliate of the Borrower or any of its subsidiaries is an individual or entity (“Person”) that is, or is owned or controlled by Persons that are, (i) the subject of any sanctions administered or enforced by the US Department of the Treasury’s Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or the Hong Kong Monetary Authority (collectively, “Sanctions”), or (ii) located, organised or resident in a country or territory that is, or whose government is, the subject of Sanctions, including, without limitation, the Crimea region, Cuba, Iran, North Korea, Sudan and Syria.

The Borrower(s) represents that the Borrower’s request for the facility(ies) stated in this letter was not referred to the Bank by any intermediary. The Borrower(s) understands that the Bank does not appoint any third party to handle credit applications from small and medium-sized enterprises.

The Borrower(s) will promptly provide to the Bank any financial or other information that the Bank may, from time to time, reasonably request for the purposes of understanding such Borrower’s financial position, business and operations and assessing such ▇▇▇▇▇▇▇▇’s ability to meet its obligations and liabilities under this Facility Letter.

The Borrower(s) undertakes to direct at least 40% of its annual sales proceeds to the Bank.

The Borrower(s) undertakes to maintain average monthly bank balance of no less than USD2,000,000.- and at all the time no less than USD 1,000,000.- with our bank (apart from pledged deposit).

The Borrower(s) undertakes that Ms ▇▇▇▇ ▇▇▇▇ and ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ will maintain no less than 51% shareholding of Shanghai Ecmoho Health Technology Co Ltd 上海易恆健康生物科技有限公司 and the Borrower(s).

The Borrower(s) undertakes to have the Bank’s prior consent on dividends declaration.

The Borrower(s) undertakes to provide ageing report on quarterly basis within 30 days after each quarter end.

The Borrower(s) undertakes to direct all payments from Alipay to bank account maintained with the Bank.

The Borrower(s) undertakes that the Adjusted Tangible Net Worth of the Borrower(s) is not and will not be at any time less than CNY30,000,000.-.

The Borrower(s) undertakes that Filing of the Corporate Guarantee of Shanghai Ecmoho Health Technology Co Ltd 上海易恆健康生物科技有限公司 with registration in State Administration of Foreign Exchange to be completed within 15 days of Corporate Guarantee Execution. Completion of registration of the Corporate Guarantee of Shanghai Ecmoho Health Technology Co Ltd 上海易恆健康生物科技有限公司 with registration in State Administration of Foreign Exchange within 3 months of Corporate Guarantee Execution.

Sanctions: The Borrower(s) will not, directly or indirectly, use the proceeds of the facilities set out in this letter, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions or (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the facilities, whether as underwriter, advisor, investor or otherwise).

Anti-bribery and corruption: None of the Borrower(s), nor to the knowledge of the Borrower(s), any director, officer, agent, employee, affiliate or other person acting on behalf of the Borrower(s) or any of its/their subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any applicable anti-bribery law, including but not limited to, the United Kingdom Bribery Act 2010 (the “UK Bribery Act”) and the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”). Furthermore, the Borrower(s) and, to the knowledge of the Borrower(s), its/their affiliates have conducted their businesses in compliance with the UK Bribery Act, the FCPA and similar laws, rules or regulations and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. No part of the proceeds of the facilities set out in this letter will be used, directly or indirectly, for any payments that could constitute a violation of any applicable anti-bribery law.

Each of the Borrower(s) shall comply in all respects with all laws and regulations to which it is subject. In particular, the Borrower(s) represent(s), declare(s) and undertake(s) to us that the utilization of any facility or use of proceeds drawn under this Facility Letter do not and will not conflict with any law or regulation applicable to the Borrower(s) (including without limitation those in force in the Mainland). The above representation and declaration is deemed to be made by the Borrower(s) by reference to the facts then existing during the period where the [Facilities] or any part thereof remain outstanding/available.

Benchmark

Applicable Currency

Definition of Benchmark

“HIBOR” means, in relation to any advance, the applicable Screen Rate at or around 11.00 am Hong Kong time on the proposed date of advance (or such other time or day if the market practice differs in the Hong Kong interbank market, as determined by the Bank), if any such rate is below zero, HIBOR will be deemed to be zero.

“Screen Rate” means the Relevant Administrator’s Interest Settlement Rate for Hong Kong dollars and for the relevant period displayed on the appropriate page of the Reuters screen provided that (a) if in the Bank’s sole determination its funding cost is in excess of HIBOR, the Bank may specify the cost of funding any facility or financial arrangement; or (b) if the screen page is replaced, not available or such service ceases to be available, the Bank may specify another page or service displaying the appropriate rate.

“Relevant Administrator” means the Hong Kong Association of Banks or any other person to whom the administrator function of the HIBOR fixing process is transferred from time to time.

Benchmark

Applicable Currency

Definition of Benchmark

“LIBOR” means, in relation to any advance, the applicable Screen Rate at or around 11:00 am London time two Business Days (or such other time or day as determined by the Bank if the market practice differs) before the proposed date of advance and, if any such rate is below zero, LIBOR will be deemed to be zero.

“Business Day” means a day other than a Saturday or Sunday on which banks are open for general business in London.

“Screen Rate” means the Relevant Administrator’s Interest Settlement Rate for the relevant currency and period displayed on the appropriate page of the Reuters screen provided that (a) if in the Bank’s sole determination its funding cost is in excess of LIBOR, the Bank may specify the cost of funding any facility or financial arrangement; or (b) if the screen page is replaced, not available or such service ceases to be available, the Bank may specify another page or service displaying the appropriate rate.

“Relevant Administrator” means ICE Benchmark Administration Limited or any other person to whom the administrator function of the LIBOR fixing process is transferred from time to time.

Interpolated rates, which refers to rate calculated using linear interpolation method as recommended by the International Swaps and Derivatives Association (ISDA) for a situation where there is no current quote available for below maturities:-

LIBOR: 2 weeks, 4 months, 5 months, 7 months, 8 months, 9 months, 10 months and 11 months

HIBOR: 4 months, 5 months, 7 months, 8 months, 9 months, 10 months and 11 months

For tenors where fixing is not published by the relevant administrator and the interpolated rate does not apply, the benchmark rate shall be the rate as specified by the Bank in its sole discretion as its cost of funding the relevant facility or financial arrangement.

Interpretation

Accrual of Interest & Other Sums

Availability and Utilisation

the drawee is considered to be unacceptable to the Bank, or

the drawee is not on the Bank’s approved list, or

the transaction in question does not meet the Bank’s operational requirements in respect of the facilities.

Default Interest

Payment

Security and Disclosure

The Bank shall proceed to register (where applicable) in Hong Kong, security provided to the Bank in connection with facilities made available to the Borrower(s) or at the request of the Borrower(s). The costs and expenses, if any, will be charged to the account of the Borrower(s). Where the security provided to the Bank requires registration or filing outside Hong Kong, the Borrower undertakes that it shall, and where applicable, shall procure that such registration or filing of security is attended to and completed in a timely way so as to preserve the security interest of the Bank. The Bank shall be entitled to demand that evidence of such filing and/or registration be provided to it. All costs in connection with the aforesaid overseas filing and/or registration (as the case may be) shall be for the account of the Borrower(s).

By accepting the Facility Letter, the Borrower(s) is deemed to have consented to the Bank providing a copy of the Facility Letter, related security documents, the Borrower’s latest statement of account, related documents evidencing the obligations to be guaranteed or secured by a guarantor or third party security provider, information on the outstanding liabilities (whether actual or contingent) or such other information to (a) a guarantor or third party security provider, such guarantor or third party security provider’s solicitors and other professional advisers; and (b) whom the bank assigns or transfers (or may potentially assign or transfer) all or part of its rights and obligations under the Facility Letter.

Without prejudicing the rights of the Bank under other agreements with the Borrower(s), the Bank is entitled to provide any information relating to any of the account(s) of the Borrower(s) held with the Bank and any facilities which the Bank may provide to the Borrower(s) from time to time or the conduct of such account and/or facilities and/or other information concerning the Borrower(s) relationship with the Bank to any other company or office which belongs to or is part of the HSBC Group.

The Bank shall be entitled to have solicitors of its choice appointed to prepare the necessary documentation relating to the Facility Letter and/or the security to be provided. All their charges and disbursements incurred in this respect will be for the Borrower(s)’s account. Any filing fees and fees incurred in obtaining a legal opinion will also be for ▇▇▇▇▇▇▇▇(s)’s account.

If the Bank is satisfied that all liabilities owed by the Borrower(s) to the Bank have been irrevocably paid in full and that all facilities which might give rise to such liabilities have terminated, subject to the Bank’s right to retain any guarantee or security provided to it for such period as the Bank considers (in its sole discretion) necessary, the Bank may, at the request and cost of the Borrower(s) or the relevant guarantor and/or security provider, release, reassign or discharge (as appropriate) such guarantee or security.

Costs and Expenses

The Borrower(s) shall promptly on demand pay the Bank the amount of all costs and expenses (including legal fees), stamp duties, taxes, other charges and registration costs incurred by the Bank in connection with the negotiation, preparation and execution of the Facility Letter, security document(s) and/or any documentation relating to the facilities.

If the Borrower(s) requests an amendment, waiver or consent, the Borrower(s) shall, within three business days of demand, reimburse the Bank for the amount of all costs and expenses (including legal fees) incurred by the Bank in responding to, evaluating, negotiating or complying with that request or amendment.

The Borrower(s) shall, within three business days of demand, pay to the Bank the amount of all costs and expenses (including legal fees), stamp duties, taxes, other charges and registration costs incurred by the Bank in connection with the enforcement of, or the preservation of any rights under the Facility Letter, security document(s) and/or any documentation relating to the facilities.

If the effect of or a change in any law or regulation is to increase the cost to the Bank of advancing, maintaining or funding the facility(ies) or to reduce the effective return to the Bank, the Bank may require payment on demand of such amounts as the Bank consider necessary as compensation therefor.

Indemnity

Any amount received or recovered by the Bank in respect of any sum expressed to be due to the Bank from the Borrower in a currency other than the currency of denomination in which payment is due (the “Intended Currency”) shall only constitute a discharge to it to the extent of the amount in the Intended Currency which the Bank is able, in accordance with its usual practice, to purchase with the amount so received or recovered in such other currency on the date of that receipt.

The Borrower(s) shall pay and, within three business days of demand, indemnify the Bank against any cost, loss or liability that the Bank incurs in relation to or as a result of:

a failure by the Borrower(s) to pay any amount due under this Facility Letter on its due date; or

if this Facility Letter allows prepayment, such loan not being prepaid in accordance with a notice of prepayment given by the Borrower.

Assignment

Pari Passu

Prima facie

Section 83 of the Banking Ordinance

Governing Law and Third Party Rights

The Facility Letter (including the schedule(s), where applicable), and these terms and conditions shall be governed and construed in accordance with the laws of the Hong Kong Special Administrative Region.

The Borrower(s) submits to the non-exclusive jurisdiction of the Hong Kong courts.

No person other than the Bank and the Borrower(s) will have any right under the Contracts (Rights of Third Party) Ordinance to enforce or enjoy the benefit of any of the provisions of the terms and conditions of the Facility Letter.

Process Agent

irrevocably appoints the company stated after the Borrower’s signature below as its agent for service of process in relation to any proceedings before the Hong Kong courts in connection with the Facility Letter, security document(s) and /or documentation relating to the facilities; and

agrees that failure by a process agent to notify the relevant Borrower of the process will not invalidate the proceedings concerned.

a director or employee of a member of the HSBC Group;

a relative of a director or employee of a member of the HSBC Group;

a firm, partnership or non-listed company in which a member of HSBC Group or director of HSBC Group (or such director’s relative) is interested as director, partner, manager or agent;

an individual, firm, partnership or non-listed company of which any director of HSBC Group (or such director’s relative) is a guarantor;

a firm, partnership or non-listed company which any of the persons listed above is able to control and a person has “control” if such person is:

an indirect controller, that is, in relation to a company, any person in accordance with whose directions or instructions the directors of the company or of another company of which it is a subsidiary are accustomed to act, or

a majority shareholder controller, that is, in relation to a company, any person who, either alone or with any associate or associates, is entitled to exercise, or control the exercise of, more than 50% of the voting power at any general meeting of the company or of another company of which it is a subsidiary.

any immediate ascendant, any spouse or former spouse of any such ascendant, and any brother or sister of any such spouse or former spouse;

any immediate descendant, and any spouse or former spouse of any such descendant;

any brother or sister, aunt or uncle and any nephew or ▇▇▇▇▇ and any first cousin;

any spouse or former spouse, any immediate ascendant of any such spouse or former spouse, and any brother or sister of any such spouse or former spouse,

A Guarantee (Limited Amount) limited to USD4,000,000.- plus default interest and other costs and expenses as further set out in the guarantee from Shanghai Ecmoho Health Technology Co Ltd 上海易恆健康生物科技有限公司, with registration in State Administration of Foreign Exchange. We attach our standard Guarantee (Limited Amount). Please arrange to sign and return it to us, together with the supporting board resolution(s).

A Guarantee (Limited Amount) limited to USD4,000,000.- plus default interest and other costs and expenses as further set out in the guarantee from Ecmoho (HK) Health Technology Ltd, We attach our standard Guarantee (Limited Amount). Please arrange to sign and return it to us, together with the supporting board resolution(s).

An “Assignment of Receivables—Specific Arrangement” granted by the Borrower(s). We attach our standard “Assignment of Receivables—Specific Arrangement”. Please arrange to sign and return to us the document(s), together with the supporting board resolution(s).

An “Assignment of Receivables—Specific Arrangement” granted by the Borrower(s). We attach our standard “Assignment of Receivables—Specific Arrangement”. Please arrange to sign and return to us the document(s).

A Guarantee (Limited Amount) dated 13 December 2018 limited to USD5,000,000.- plus default interest and other costs and expenses as further set out in the guarantee from Shanghai Ecmoho Health Technology Co Ltd 上海易恆健康生物科技有限公司.

An “Assignment of Receivables—Specific Arrangement” dated 13 December 2018 granted by the Borrower(s).

An “Assignment of Receivables—Specific Arrangement” dated 13 December 2018 granted by the Borrower(s).

give the undertakings set out in the Schedule of Further Notes which will remain in full force until the facilities have been repaid in full; and/or

make the representations and warranties set out in the Schedule of Further Notes which will be deemed repeated daily until the facilities have been repaid in full.

The Borrower(s) undertakes that the Tangible Net Worth shall not be less than HKD25,000,000.-.(New)

The Borrower(s) undertakes that completion of registration of the Corporate Guarantee of Shanghai Ecmoho Health Technology Co Ltd 上海易恆健康生物科技有限公司 with State Administration of Foreign Exchange and legal opinion by end of July 2019. (Revised)

Each of the Borrower(s) shall comply in all respects with all laws and regulations to which it is subject. In particular, the Borrower(s) represent(s), declare(s) and undertake(s) to the Bank that the utilization of any facility or use of proceeds drawn under this [facility letter] do not and will not conflict with any law or regulation applicable to the Borrower(s) (including without limitation those in force in the Mainland). The above representation and declaration is deemed to be made by the Borrower(s) by reference to the facts then existing during the period where the [Facilities] or any part thereof remain outstanding/available.

the amount paid up on the issued share capital (other than any redeemable share capital) of the Borrower(s); and

the capital and revenue reserves (including but not limited to the share premium account, revaluation and retained profits or losses);

goodwill and all other intangible assets ;

all minority interests in subsidiaries;

all amounts set aside for tax;

any dividend or other distribution declared/recommended;

the excess of the book value to the market value of the listed investments; and

any amount standing to the debit of the Borrower(s)’s capital and reserves (including profit and loss account);

any amount due from the shareholders, directors, and/or related companies.

Registered Name in English (as stated in Business Registration Certificate or other Business Identification Document)

ECMOHO (HONG KONG) LIMITED

Business Identification Document Details (please complete as appropriate)

Hong Kong Business Registration Certificate Number:

Hong Kong Certificate of Incorporation Number:                C2218839

Other Business Identification Document Details:

I/We hereby acknowledge and agree that, subject to paragraph (2), any information with respect to me/us which is provided by me/us at the Lender’s request or collected in the course of dealings between me/us and the Lender may be disclosed to, or used and retained by any credit reference agency or similar service provider for the purpose of verifying such information or enabling them to provide such information to other institutions:

in order that they may carry out credit and other status checks in respect of me/us in my/our capacity as applicant for, or guarantor of, credit facilities; and

for the purposes of reasonable monitoring of any indebtedness while there is a current default by me/us as borrower or guarantor.

I/We may by giving the Lender 90 days’ notice in writing (which will take effect from the date of receipt by the Lender) revoke the consent contained in paragraph (1).

If I/we give notice to revoke the consent given pursuant to paragraph (1) in accordance with paragraph (2):

subject to paragraphs (3)(f) and (g) below, the Lender may continue to disclose information pursuant to paragraph (1) until the notice of revocation given pursuant to paragraph (2) expires;

the Lender may notify all persons to whom the Lender is permitted to disclose information pursuant to paragraph (1) of the fact that a notice of revocation has been given pursuant to paragraph (2);

the Lender may regard the notice of revocation served on the Lender as also applying to the consent I/we have previously given in respect of all other credit facilities granted to me/us;

the Lender may terminate any facilities extended to me/us with effect from the date to be advised by the Lender;

the credit reference agency or similar service provider may continue to retain information provided to it by the Lender in its internal archive for its internal use but not for provision of such information to other institutions when they seek credit reports;

the Lender may continue to provide information relating to hire purchase and leasing transactions and loans to wholesalers and retailers to finance the acquisition of stock in trade to the credit reference agency or similar service provider notwithstanding revocation of the consent referred to in paragraph (2) above; and

the credit reference agency or similar service provider may continue to provide information relating to hire purchase and leasing transactions and loans to wholesalers and retailers to finance the acquisition of stock in trade and information which is a matter of public record notwithstanding the revocation of the consent referred to in paragraph (2) above.

Subject to paragraphs (2) and (3), this consent shall remain in effect:

as long as I/we maintain an account relationship with the Lender and for a period of five years thereafter;

if later, for the period of five years after the date of settlement following a payment default of more than sixty days.

This Form supersedes any previous Customer Consent Form previously signed by me/us. The acknowledgement and agreement contained in this Form are in addition to and do not affect any agreement or consent contained in the Lender’s account documentation and/or standard terms and conditions.

Extract from the Minutes of a Meeting of the Board of Directors of

ECMOHO (HONG KONG) LIMITED (the “Company”)

held at (time)

on (date)

at (place)

Shang Hai ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ 1000 Hao 3 ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ Shang ▇▇ ▇▇▇ China

the proposed arrangements, the terms of the Facility Letter(s) and the transactions contemplated under the Facility Letter(s) be approved by the Company;

                                                          be authorised to sign the Facility Letter(s) on behalf of the Company and the signing of the Facility Letter(s) shall be conclusive evidence of the Company’s approval of any amendments which have been made to the Facility Letter(s);

the authorised signatory(ies) named above be authorised to execute and, where necessary, affix the Common Seal of the Company to any further document and/or do such further acts for and on behalf of the Company as required by or in connection with the Facility Letter(s) and/or in connection with the transactions contemplated thereunder;

any actions taken by any Director of the Company or the signatory(ies) named above in respect of the transactions before the date hereof be approved, ratified and confirmed in all respect; and

the Chairman be authorised to supply HSBC with a certified copy of this extract of the Minutes of the Board of Directors.

Dated  

The Hongkong and Shanghai Banking Corporation Limited

The Hong Kong Special Administrative Region

Definitions

Assignment

In consideration of the Banking Facilities, the Customer, as beneficial owner and by way of security for the payment of the Secured Monies, hereby assigns, and agrees to assign, to the Bank the Receivables until all the Secured Monies have been paid or discharged.

A certificate of balance signed by any duly authorised officer of the Bank shall be conclusive evidence against the Customer of the amount of the Secured Monies owing at any time.

The Bank shall be entitled to retain this Assignment for as long as the Secured Monies remain outstanding, or after repayment of the Secured Monies for such further period as the Bank may certify to the Customer to be appropriate in order to protect the interests of the Bank in respect of the Secured Monies.

If the Customer creates or purports to create any security (whether fixed or floating) over the Receivables (or any part thereof) or if a person levies or attempts to levy any form of process against the Receivables (or any part thereof), the security created by this Assignment, to the extent that it may be a floating charge, shall automatically and without notice operate as a fixed charge instantly such event occurs.

Continuing and Additional Security

Member HSBC Group

Undertakings

The Customer undertakes:

that the Receivables are and shall be in the sole beneficial ownership of the Customer, free from encumbrances and claims except pursuant to this Assignment;

to perform its obligations under the Arrangement in a prompt and diligent manner, to take all necessary steps which are reasonable and prudent to procure the due performance by the Counterparty of its obligations under the Arrangement, to notify the Bank of any default by the Customer and/or the Counterparty under the Arrangement and to institute and maintain all such proceedings as may be necessary or expedient to enforce the Arrangement or preserve or protect the interests of the Customer under the Arrangement;

to get in and realise the Receivables in the ordinary course of its business and, until notice is given by the Bank under Clause 4.01 (h), promptly pay into the Receipt Account all proceeds of the getting in and realisation and all moneys which it may receive in respect of the Receivables forthwith on receipt (except to the extent that the Bank may agree otherwise in writing) and, pending such payment, to hold such proceeds and moneys on trust for the Bank;

if so required by the Bank, execute a charge over the Receipt Account (in such form satisfactory in all respects to the Bank) and charge by way of first fixed charge to the Bank all the Customer’s rights, title, interest and benefit of and in all monies standing to the credit of the Receipt Account and all interest from time to time payable thereon and all right, title and interest of the Customer, present and future, thereto and therein;

not to withdraw, assign, charge, encumber, transfer or otherwise dispose of or deal with any part of the monies standing to the credit of the Receipt Account or any interest therein, unless and to the extent that the Bank shall agree thereto in writing;

to deliver to the Bank originals and/or copies of such documents relating to the Arrangement and/or produce reports to the Bank on the Arrangement containing such particulars and at such intervals, in each case, as the Bank may require;

at any time at the request of the Bank, to give notice of this Assignment to any person in the form set out in Schedule 2 (or in such other forms as the Bank shall from time to time require), provided always that nothing herein shall restrict the Bank from giving notice of this Assignment (and the Bank is hereby authorised to give such notice) to the Counterparty as it may deem appropriate in such form as it thinks fit, whether in the name of the Bank or (pursuant to the powers conferred under Clause 6.01) as attorney for and on behalf of the Customer;

upon receipt of a notice from the Bank to that effect, to pay to the Bank, or procure that the Bank is directly paid, all Receivables, and that, unless otherwise agreed by the Bank, any Receivables received by the Customer shall be held in trust for the Bank and paid over to the Bank forthwith upon receipt;

not to assign, charge, factor, encumber, transfer or otherwise dispose of or deal with any part of the Receivables or any interest therein or waive or amend any rights therein (otherwise than by demanding, collecting and receiving the same) except as directed by or with the consent of the Bank in writing; and

not to take or omit to take any action which might prejudice the Arrangement or the effectiveness of this Assignment.

Where there are two or more persons comprised in the expression “the Customer”, the above undertakings and all other obligations hereunder of each person shall be joint and several and any reference herein to the Customer shall (except as otherwise specified) be construed as one or more or all of such persons (as the context may require).

Notwithstanding anything herein contained to the contrary, the Customer shall remain liable under the Arrangement to perform all the obligations assumed by it thereunder and the Bank shall not be under any obligation or liability thereunder by reason of this Assignment or anything arising therefrom.

Enforcement of Security

If (a) the Customer has failed to pay any of the Secured Monies when due or (b) the Customer is in default under any of the terms of this Assignment or (c) the Customer is unable or admits to being unable to pay the debts of the Customer as they become due or is subject to any proceedings in or analogous to insolvency, bankruptcy or liquidation or (d) legal process is applied for, levied or enforced against any Receivables or any other assets of the Customer, the Bank shall be entitled to enforce this Assignment and may, without demand, notice, legal process or any other action with respect to the Customer, retain or apply the whole or any part of the Receivables received by it for its own benefit in or towards settlement of the Secured Monies at any time and in any way it deems expedient, free from any restrictions and claims and the Bank shall not be liable for any loss arising out of such retention or application. In such case, the obligations of the Customer in relation to the Secured Monies shall be deemed paid and extinguished to the extent settled.

ASSIGNMENT OF RECEIVABLES - SPECIFIC ARRANGEMENT

Page 2/9

The Bank may, at any time and without notice to the Customer, combine or consolidate any other accounts of the Customer and set off or transfer any monies standing to the credit of such account in or towards satisfaction of the Secured Monies. Where any such combination, consolidation, set off or transfer requires the conversion of one currency into another, such conversion shall be calculated at the Exchange Rate.

Power of Attorney; Further Assurance

The Customer hereby irrevocably and by way of security appoints the Bank (with full power of substitution) to be its true and lawful attorney and in its name and on its behalf to execute, sign and do all deeds, instruments, acts and things whatsoever which may be required and which the Bank shall think fit for carrying out any obligation imposed on the Customer hereunder (including without limitation the giving of notices of assignment hereunder) or for giving to the Bank the full benefit of this Assignment and of the rights and powers hereby granted. The Customer shall ratify and confirm all things done by the Bank as its attorney in the exercise or purported exercise of its powers hereunder.

At the request of the Bank, the Customer shall execute such documents and perform such acts as the Bank may consider expedient in connection with the exercise of its powers and rights under this Assignment.

Receivership

Appointment of Receiver

On or at any time after the Bank becomes entitled to enforce this Assignment pursuant to clause 5.01 or otherwise, or if the Customer so requests the Bank in writing, the Bank may, without demand or further notice, legal process or any other action with respect to the Customer appoint under seal or in writing under its hand any one or more persons to be a receiver (the “Receiver”) under this Assignment of all or any part of the Receivables (including any and all books and records of the Customer relating thereto) and may from time to time fix his remuneration (which shall be of such amount as may be agreed from time to time between the Bank and such Receiver) and may remove any Receiver so appointed and/or appoint another in his place or in place of any Receiver whose appointment may for any reason have terminated.

Receiver as Agent of the Customer

Each Receiver shall be the agent of the Customer, and the Customer shall be solely responsible for his acts or defaults and for his remuneration.

Rights of the Receiver

to collect and get in all or any of the Receivables, to demand and recover all the income arising from the Receivables, in the name of either the Customer or the Bank, and to give effectual receipts for them, and to take, defend or abandon any proceedings affecting all or any of the Receivables in the name of the Customer or otherwise as may seem expedient;

to carry on or authorise or concur in carrying on the business of the Customer relating to all or any part of the Receivables and to manage, conduct, reconstruct, amalgamate or diversify such business without being responsible for loss or damage;

to raise or borrow money from or incur any other liability to the Bank or others on such terms with or without security as such Receiver may think fit and so that any such security may be ranking in priority to this security, provided that a Receiver shall not exercise this right without first obtaining the prior written consent of the Bank;

to sell by public auction, public tender, private tender or private contract (or a combination of such methods), or otherwise dispose of or deal with all or any part of the Receivables in such manner, for such consideration and generally on such terms and conditions as such Receiver may think fit, with full power to convey or otherwise transfer such Receivables in the name of the Customer or otherwise. Any such consideration may be cash, debentures or other obligations, shares, stock or other consideration and may be payable immediately or by instalments spread over such period or periods as he shall think fit and so that any consideration received or receivable shall immediately be and become charged with the payment and discharge of the Secured Monies;

to make any arrangement, settlement or compromise or enter into or complete, cancel, abandon or disregard any contracts in respect of all or any part of the Receivables which such Receiver shall think expedient in the interests of the Bank;

to appoint and remunerate any person for any of the purposes of this Assignment and/or to guard or protect the Receivables for such periods as such Receiver may determine and to dismiss the same or any other person appointed by the Customer;

to do anything which such Receiver shall think necessary or expedient to preserve, protect, maintain or manage the Receivables; and

to sign any document, execute any deed (with authorisation to use the common seal of the Customer for such purposes) and generally, on behalf and at the cost of the Customer (notwithstanding liquidation of the Customer or any similar event), to do or omit to do anything incidental to the matters referred to in this Clause 7.03 or to the realisation of this security or which the Customer could do or omit to do in relation to the Receivables and to use the name of the Customer for all the above purposes.

More Than One Receiver

Customer’s Accounts

Payments

No payment to the Bank, pursuant to the enforcement of this Assignment or pursuant to any judgment, court order or otherwise in respect of this Assignment, shall discharge the obligation of the Customer in respect of which it was made unless and until payment in full has been received in the currency in which the relevant liability for the Secured Monies is payable. If payment is made in any other currency, then the Customer shall remain liable for any shortfall that remains after conversion of the currency of the payment into the currency of the relevant liability, such conversion to be at the Exchange Rate.

Any monies received by the Bank in respect of the Secured Monies may be applied in or towards satisfaction of the same or placed to the credit of such account as the Bank may determine with a view to preserving its rights to claim or provide for the whole of the Secured Monies against any person liable.

If any monies received by the Bank in respect of the Secured Monies are required to be repaid by virtue of any law relating to insolvency, bankruptcy or liquidation or for any other reason, the Bank shall be entitled to enforce this Assignment as if such monies had not been paid.

No Waiver

Transfer

Communication

Page 4/9

Severability

Governing Law and Jurisdiction

This Assignment is governed by and shall be construed in accordance with the laws of the Hong Kong Special Administrative Region (Hong Kong).

The Assignment submits to the non-exclusive jurisdiction of the Hong Kong courts but this Assignment may be enforced in the courts of any competent jurisdiction.

No person other than the Bank and the Customer will have any right under the Contracts (Rights of Third Parties) Ordinance to enforce or enjoy the benefit of any of the provisions of this Assignment.

Process Agent

Governing Version

Name

ECMOHO (HONG KONG) LIMITED

Address

SHANG HAI ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ 1000 HAO 3 ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ SHANG ▇▇ ▇▇▇ CHINA

Name

Address

Address

                    , the Hong Kong Special Administrative Region

▇ ▇▇▇▇▇’▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, the Hong Kong Special Administrative Region

Details of Counterparty

Page 5/9

Page 6/9

Full Name (in Block Letters)

Full Name (in Block Letters)

Address

Address

Identification Document Type and Number

Identification Document Type and Number

Duly Authorised by a Board Resolution Dated

Duly Authorised by a Board Resolution Dated

Signature of Witness

Signature of Witness

Full Name (in Block Letters)

Full Name (in Block Letters)

Office

Office

Identification Document Type and Number

Identification Document Type and Number

Full Name (in Block Letters)

Full Name (in Block Letters)

Address

Address

Identification Document Type and Number

Identification Document Type and Number

Duly Authorised by a Board Resolution Dated

Duly Authorised by a Board Resolution Dated

Signature of Witness

Signature of Witness

Full Name (in Block Letters)

Full Name (in Block Letters)

Office

Office

Identification Document Type and Number

Identification Document Type and Number

Signature of Director/Secretary

Signature of Director/Secretary

/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇

Full Name (in Block Letters)

▇▇▇▇ ▇▇▇▇▇▇▇▇

SHANG HAI ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ 1000

HAO 3 ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ SHANG ▇▇ ▇▇▇ CHINA

Identification Document Type and Number

Identification Document Type and Number

Duly Authorised by a Board Resolution Dated

Duly Authorised by a Board Resolution Dated

Signature of Witness

Signature of Witness

Full Name (in Block Letters)

Full Name (in Block Letters)

Office

Office

Identification Document Type and Number

Identification Document Type and Number

Signature of Director/Secretary

Signature of Director/Secretary

Full Name (in Block Letters)

Full Name (in Block Letters)

Address

Address

Identification Document Type and Number

Identification Document Type and Number

Duly Authorised by a Board Resolution Dated

Duly Authorised by a Board Resolution Dated

Signature of Witness

Signature of Witness

Full Name (in Block Letters)

Full Name (in Block Letters)

Office

Office

Identification Document Type and Number

Identification Document Type and Number

Signature of Depositor

Name

Office

Identification Document Type and Number

Signature of Depositor

Name

Office

Identification Document Type and Number

(Counterparty)

Dated this

day of

Signature of Customer

/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇

The Hongkong and Shanghai Banking Corporation Limited

Name of Counterparty (in Block Letters)

Date

Extract from the Minutes of a Meeting of the Board of Directors of

ECMOHO (HONG KONG) LIMITED (the “Company”)

held at (time)

on (date)

at (place)

      SHANG HAI ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ 1000 HAO 3 ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ SHANG ▇▇ ▇▇▇ CHINA

The Chairman reported that arrangements were proposed with The Hongkong and Shanghai Banking Corporation Limited (the “Bank”) whereby the Company would be granted banking facility(ies) on the terms set out in a facility letter from the Bank to the Company dated 20 May 2019 which was tabled at the Meeting.

It was a term of the arrangements that the Company would provide security by way of an Assignment of Receivables – Specific Arrangement (the “Security”) in the form tabled at the Meeting.

The Directors then reported the manner in which they were interested in the proposed arrangements, transactions and contracts. The Secretary reported that under the Articles of Association of the Company, the Directors present were empowered to implement the proposed arrangements.

The Board then reviewed the financial position of the Company. Taking into account that the grant of facilities will finance the trading activities of the Company, the Board was unanimously of the opinion that the taking of facilities and the granting of the Security would be in the commercial interests of the Company.

IT WAS RESOLVED that the proposed arrangements, the terms and conditions of the Security, the transactions contemplated thereunder and the exercise by the Company of its rights and performance by the Company of its obligations thereunder be and are hereby approved.

(IT WAS FURTHER RESOLVED that the Security be created in favour of the Bank and that ▇▇▇▇ ▇▇▇▇▇▇▇▇ be authorised to sign the Security on behalf of the Company and having the Security expressed to be executed by the Company as a deed and that the same be forthwith delivered to the Bank.

IT WAS FURTHER RESOLVED that the execution of the Security by the authorised signatory named above shall be conclusive evidence of such person’s approval (on behalf of the Company) of any amendments which may have been made thereto.

IT WAS FURTHER RESOLVED that the authorised signatory named above shall be authorised to execute and, where necessary, affix the Common Seal of the Company to any further document and/or do such further acts for and on behalf of the Company as required by or in connection with the Security and/or in connection with the transactions contemplated thereunder.

IT WAS FURTHER RESOLVED that any actions taken by any Director of the Company or the authorised signatory named above in respect of the transactions considered under these resolutions before the date hereof be approved, ratified and confirmed in all respects.

IT WAS FURTHER RESOLVED that the Chairman be authorised to provide the Bank with a certified copy of these Board minutes and/or resolutions.

Date:        

/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇

Definitions

Assignment

In consideration of the Banking Facilities, the Customer, as beneficial owner and by way of security for the payment of the Secured Monies, hereby assigns, and agrees to assign, to the Bank the Receivables until all the Secured Monies have been paid or discharged.

A certificate of balance signed by any duly authorised officer of the Bank shall be conclusive evidence against the Customer of the amount of the Secured Monies owing at any time.

The Bank shall be entitled to retain this Assignment for as long as the Secured Monies remain outstanding, or after repayment of the Secured Monies for such further period as the Bank may certify to the Customer to be appropriate in order to protect the interests of the Bank in respect of the Secured Monies.

If the Customer creates or purports to create any security (whether fixed or floating) over the Receivables (or any part thereof) or if a person levies or attempts to levy any form of process against the Receivables (or any part thereof), the security created by this Assignment, to the extent that it may be a floating charge, shall automatically and without notice operate as a fixed charge instantly such event occurs.

Continuing and Additional Security

Undertakings

The Customer undertakes:

that the Receivables are and shall be in the sole beneficial ownership of the Customer, free from encumbrances and claims except pursuant to this Assignment;

to perform its obligations under the Arrangement in a prompt and diligent manner, to take all necessary steps which are reasonable and prudent to procure the due performance by the Counterparty of its obligations under the Arrangement, to notify the Bank of any default by the Customer and/or the Counterparty under the Arrangement and to institute and maintain all such proceedings as may be necessary or expedient to enforce the Arrangement or preserve or protect the interests of the Customer under the Arrangement;

to get in and realise the Receivables in the ordinary course of its business and, until notice is given by the Bank under Clause 4.01 (h), promptly pay into the Receipt Account all proceeds of the getting in and realisation and all moneys which it may receive in respect of the Receivables forthwith on receipt (except to the extent that the Bank may agree otherwise in writing) and, pending such payment, to hold such proceeds and moneys on trust for the Bank;

if so required by the Bank, execute a charge over the Receipt Account (in such form satisfactory in all respects to the Bank) and charge by way of first fixed charge to the Bank all the Customer’s rights, title, interest and benefit of and in all monies standing to the credit of the Receipt Account and all interest from time to time payable thereon and all right, title and interest of the Customer, present and future, thereto and therein;

not to withdraw, assign, charge, encumber, transfer or otherwise dispose of or deal with any part of the monies standing to the credit of the Receipt Account or any interest therein, unless and to the extent that the Bank shall agree thereto in writing;

to deliver to the Bank originals and/or copies of such documents relating to the Arrangement and/or produce reports to the Bank on the Arrangement containing such particulars and at such intervals, in each case, as the Bank may require;

at any time at the request of the Bank, to give notice of this Assignment to any person in the form set out in Schedule 2 (or in such other forms as the Bank shall from time to time require), provided always that nothing herein shall restrict the Bank from giving notice of this Assignment (and the Bank is hereby authorised to give such notice) to the Counterparty as it may deem appropriate in such form as it thinks fit, whether in the name of the Bank or (pursuant to the powers conferred under Clause 6.01) as attorney for and on behalf of the Customer;

upon receipt of a notice from the Bank to that effect, to pay to the Bank, or procure that the Bank is directly paid, all Receivables, and that, unless otherwise agreed by the Bank, any Receivables received by the Customer shall be held in trust for the Bank and paid over to the Bank forthwith upon receipt;

not to assign, charge, factor, encumber, transfer or otherwise dispose of or deal with any part of the Receivables or any interest therein or waive or amend any rights therein (otherwise than by demanding, collecting and receiving the same) except as directed by or with the consent of the Bank in writing; and

not to take or omit to take any action which might prejudice the Arrangement or the effectiveness of this Assignment.

Where there are two or more persons comprised in the expression “the Customer”, the above undertakings and all other obligations hereunder of each person shall be joint and several and any reference herein to the Customer shall (except as otherwise specified) be construed as one or more or all of such persons (as the context may require).

Notwithstanding anything herein contained to the contrary, the Customer shall remain liable under the Arrangement to perform all the obligations assumed by it thereunder and the Bank shall not be under any obligation or liability thereunder by reason of this Assignment or anything arising therefrom.

Enforcement of Security

If (a) the Customer has failed to pay any of the Secured Monies when due or (b) the Customer is in default under any of the terms of this Assignment or (c) the Customer is unable or admits to being unable to pay the debts of the Customer as they become due or is subject to any proceedings in or analogous to insolvency, bankruptcy or liquidation or (d) legal process is applied for, levied or enforced against any Receivables or any other assets of the Customer, the Bank shall be entitled to enforce this Assignment and may, without demand, notice, legal process or any other action with respect to the Customer, retain or apply the whole or any part of the Receivables received by it for its own benefit in or towards settlement of the Secured Monies at any time and in any way it deems expedient, free from any restrictions and claims and the Bank shall not be liable for any loss arising out of such retention or application. In such case, the obligations of the Customer in relation to the Secured Monies shall be deemed paid and extinguished to the extent settled.

The Bank may, at any time and without notice to the Customer, combine or consolidate any other accounts of the Customer and set off or transfer any monies standing to the credit of such account in or towards satisfaction of the Secured Monies. Where any such combination, consolidation, set off or transfer requires the conversion of one currency into another, such conversion shall be calculated at the Exchange Rate.

Power of Attorney; Further Assurance

The Customer hereby irrevocably and by way of security appoints the Bank (with full power of substitution) to be its true and lawful attorney and in its name and on its behalf to execute, sign and do all deeds, instruments, acts and things whatsoever which may be required and which the Bank shall think fit for carrying out any obligation imposed on the Customer hereunder (including without limitation the giving of notices of assignment hereunder) or for giving to the Bank the full benefit of this Assignment and of the rights and powers hereby granted. The Customer shall ratify and confirm all things done by the Bank as its attorney in the exercise or purported exercise of its powers hereunder.

At the request of the Bank, the Customer shall execute such documents and perform such acts as the Bank may consider expedient in connection with the exercise of its powers and rights under this Assignment.

Receivership

Appointment of Receiver

Receiver as Agent of the Customer

Rights of the Receiver

to collect and get in all or any of the Receivables, to demand and recover all the income arising from the Receivables, in the name of either the Customer or the Bank, and to give effectual receipts for them, and to take, defend or abandon any proceedings affecting all or any of the Receivables in the name of the Customer or otherwise as may seem expedient;

to carry on or authorise or concur in carrying on the business of the Customer relating to all or any part of the Receivables and to manage, conduct, reconstruct, amalgamate or diversify such business without being responsible for loss or damage;

Page 3/10

to raise or borrow money from or incur any other liability to the Bank or others on such terms with or without security as such Receiver may think fit and so that any such security may be ranking in priority to this security, provided that a Receiver shall not exercise this right without first obtaining the prior written consent of the Bank;

to sell by public auction, public tender, private tender or private contract (or a combination of such methods), or otherwise dispose of or deal with all or any part of the Receivables in such manner, for such consideration and generally on such terms and conditions as such Receiver may think fit, with full power to convey or otherwise transfer such Receivables in the name of the Customer or otherwise. Any such consideration may be cash, debentures or other obligations, shares, stock or other consideration and may be payable immediately or by instalments spread over such period or periods as he shall think fit and so that any consideration received or receivable shall immediately be and become charged with the payment and discharge of the Secured Monies;

to make any arrangement, settlement or compromise or enter into or complete, cancel, abandon or disregard any contracts in respect of all or any part of the Receivables which such Receiver shall think expedient in the interests of the Bank;

to appoint and remunerate any person for any of the purposes of this Assignment and/or to guard or protect the Receivables for such periods as such Receiver may determine and to dismiss the same or any other person appointed by the Customer;

to do anything which such Receiver shall think necessary or expedient to preserve, protect, maintain or manage the Receivables; and

to sign any document, execute any deed (with authorisation to use the common seal of the Customer for such purposes) and generally, on behalf and at the cost of the Customer (notwithstanding liquidation of the Customer or any similar event), to do or omit to do anything incidental to the matters referred to in this Clause 7.03 or to the realisation of this security or which the Customer could do or omit to do in relation to the Receivables and to use the name of the Customer for all the above purposes.

More Than One Receiver

Customer’s Accounts

Payments

No payment to the Bank, pursuant to the enforcement of this Assignment or pursuant to any judgment, court order or otherwise in respect of this Assignment, shall discharge the obligation of the Customer in respect of which it was made unless and until payment in full has been received in the currency in which the relevant liability for the Secured Monies is payable. If payment is made in any other currency, then the Customer shall remain liable for any shortfall that remains after conversion of the currency of the payment into the currency of the relevant liability, such conversion to be at the Exchange Rate.

Any monies received by the Bank in respect of the Secured Monies may be applied in or towards satisfaction of the same or placed to the credit of such account as the Bank may determine with a view to preserving its rights to claim or provide for the whole of the Secured Monies against any person liable.

If any monies received by the Bank in respect of the Secured Monies are required to be repaid by virtue of any law relating to insolvency, bankruptcy or liquidation or for any other reason, the Bank shall be entitled to enforce this Assignment as if such monies had not been paid.

No Waiver

Transfer

Communication

Severability

Governing Law and Jurisdiction

This Assignment is governed by and shall be construed in accordance with the laws of the Hong Kong Special Administrative Region (Hong Kong).

The Assignment submits to the non-exclusive jurisdiction of the Hong Kong courts but this Assignment may be enforced in the courts of any competent jurisdiction.

No person other than the Bank and the Customer will have any right under the Contracts (Rights of Third Parties) Ordinance to enforce or enjoy the benefit of any of the provisions of this Assignment.

Process Agent

Governing Version

Page 5/10

Name

ECMOHO (HONG KONG) LIMITED

Address

SHANG HAI ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ 1000 HAO 3 ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ SHANG ▇▇ ▇▇▇ CHINA

    ▇ ▇▇▇▇▇’▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, the Hong Kong Special Administrative Region

Name

HONG KONG TOPEASY TRADE COMPANY LIMITED

Page 6/10

Page 7/10

Executed under the Seal of the Customer in the presence of the following Director(s) and/or Secretary:

Signature of Director/Secretary

Full Name (in Block Letters)

Full Name (in Block Letters)

Address

Address

Identification Document Type and Number

Identification Document Type and Number

Duly Authorised by a Board Resolution Dated

Duly Authorised by a Board Resolution Dated

Witnessed by:

Signature of Witness

Signature of Witness

Full Name (in Block Letters)

Full Name (in Block Letters)

Office

Office

Identification Document Type and Number

Identification Document Type and Number

Signature of Director/Secretary

Full Name (in Block Letters)

Full Name (in Block Letters)

Address

Address

Identification Document Type and Number

Identification Document Type and Number

Duly Authorised by a Board Resolution Dated

Duly Authorised by a Board Resolution Dated

Witnessed by:

Signature of Witness

Signature of Witness

Full Name (in Block Letters)

Full Name (in Block Letters)

Office

Office

Identification Document Type and Number

Identification Document Type and Number

Full Name (in Block Letters)

▇▇▇▇ ▇▇▇▇▇▇▇▇

Shang Hai ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ 1000 Hao 3 ▇▇▇

▇▇ ▇▇▇ ▇▇▇▇ Shang ▇▇ ▇▇▇ China

Identification Document Type and Number

Identification Document Type and Number

Duly Authorised by a Board Resolution Dated

Signature of Witness

Signature of Witness

Full Name (in Block Letters)

Office

Identification Document Type and Number

Signature of Director/Secretary

Signature of Director/Secretary

Full Name (in Block Letters)

Full Name (in Block Letters)

Address

Address

Identification Document Type and Number

Identification Document Type and Number

Duly Authorised by a Board Resolution Dated

Duly Authorised by a Board Resolution Dated

Signature of Witness

Full Name (in Block Letters)

Office

Identification Document Type and Number

Identification Document Type and Number

ASSIGNMENT OF RECEIVABLES - SPECIFIC ARRANGEMENT

Signature of Depositor

Name

Office

Identification Document Type and Number

Signature of Depositor

Name

Office

Identification Document Type and Number

ASSIGNMENT OF RECEIVABLES - SPECIFIC ARRANGEMENT

Page 10/10

To:

                         (Counterparty)

By reason of the Assignment, you are required to pay to the Bank or as it may direct all monies due and to become due and payable to us into our

Signature of Counterparty (Acknowledged)

Name of Counterparty (in Block Letters)

Date

Extract from the Minutes of a Meeting of the Board of Directors of

ECMOHO (HONG KONG) LIMITED(the “Company”)

held at (time)

on (date)

at (place)

SHANG HAI ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ 1000 HAO 3 ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ SHANG ▇▇ ▇▇▇ CHINA

The Chairman reported that arrangements were proposed with The Hongkong and Shanghai Banking Corporation Limited (the “Bank”) whereby the Company would be granted banking facility(ies) on the terms set out in a facility letter from the Bank to the Company dated 20 May 2019 which was tabled at the Meeting.

It was a term of the arrangements that the Company would provide security by way of an Assignment of Receivables – Specific Arrangement (the “Security”) in the form tabled at the Meeting.

The Directors then reported the manner in which they were interested in the proposed arrangements, transactions and contracts. The Secretary reported that under the Articles of Association of the Company, the Directors present were empowered to implement the proposed arrangements.

The Board then reviewed the financial position of the Company. Taking into account that the grant of facilities will finance the trading activities of the Company, the Board was unanimously of the opinion that the taking of facilities and the granting of the Security would be in the commercial interests of the Company.

IT WAS RESOLVED that the proposed arrangements, the terms and conditions of the Security, the transactions contemplated thereunder and the exercise by the Company of its rights and performance by the Company of its obligations thereunder be and are hereby approved.

IT WAS FURTHER RESOLVED that the Security be created in favour of the Bank and that ▇▇▇▇ ▇▇▇▇▇▇▇▇ be authorised to sign the Security on behalf of the Company and having the Security expressed to be executed by the Company as a deed and that the same be forthwith delivered to the Bank.

IT WAS FURTHER RESOLVED that the execution of the Security by the authorised signatory named above shall be conclusive evidence of such person’s approval (on behalf of the Company) of any amendments which may have been made thereto.

IT WAS FURTHER RESOLVED that the authorised signatory named above shall be authorised to execute and, where necessary, affix the Common Seal of the Company to any further document and/or do such further acts for and on behalf of the Company as required by or in connection with the Security and/or in connection with the transactions contemplated thereunder.

IT WAS FURTHER RESOLVED that any actions taken by any Director of the Company or the authorised signatory named above in respect of the transactions considered under these resolutions before the date hereof be approved, ratified and confirmed in all respects.

IT WAS FURTHER RESOLVED that the Chairman be authorised to provide the Bank with a certified copy of these Board minutes and/or resolutions.

Signature

Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇

The Hongkong and Shanghai Banking Corporation Limited

Definitions

Interpretation

Where there are two or more persons comprised in the expression “the Customer” the Guaranteed Monies shall include all monies and liabilities due owing or incurred to the Bank by such persons whether solely or jointly with one or more of the others or any other
person(s) and the expression “the Customer” will be construed accordingly.

Where the persons comprised in the expression “the Customer” are carrying on business in partnership under a firm name or are trustees of a trust the Guaranteed Monies (notwithstanding any change in the composition of that partnership) shall include the monies and liabilities which shall at any time be due owing or incurred to the Bank by the person(s) from time to time carrying on the partnership business under that name or under any name in succession thereto and includes those due from all persons from time to time being trustees of that trust and the expression “the Customer” shall be construed accordingly.

Where there are two or more persons comprised in the expression “the Guarantor” the obligations of each such person as Guarantor under this Guarantee shall be joint and several.

Guarantee

In consideration of the Banking Facilities, the Guarantor guarantees to pay the Guaranteed Monies to the Bank on demand.

The liability of the Guarantor under this Guarantee shall not exceed the Maximum Liability.

The Guarantor shall, subject to Clause 3.02, pay Default Interest (to the extent that it is not paid by the Customer) on the Guaranteed Monies from the date of demand by the Bank on the Guarantor until the Bank receives payment of the whole of the Guaranteed Monies (both before and after any demand or judgment or any circumstances which restrict payment by the Customer).

A certificate of balance signed by any duly authorised officer of the Bank shall be conclusive evidence against the Guarantor of the amount of the Guaranteed Monies owing at any time.

Member HSBC Group

The Bank shall be entitled to retain this Guarantee and any security it has in respect of the Guaranteed Monies until it is satisfied that any repayment of the Guaranteed Monies will not be avoided whether as a preference or otherwise.

Continuing and Additional Security

This Guarantee is a continuing security and shall secure the whole of the Guaranteed Monies until one calendar month after receipt by the Bank of notice in writing by the Guarantor or a liquidator, receiver or personal representative of the Guarantor (in the event of the death of the Guarantor) to terminate it. In the case of the Guarantor’s death, this Guarantee shall remain binding as a continuing guarantee on that Guarantor’s heirs, executors, successors or administrators until the expiry of notice given in accordance with this Clause. Nevertheless and despite the giving of such notice, this Guarantee shall continue to apply to the Guaranteed Monies in respect of which the Customer is or becomes actually or contingently liable up to such termination and the Guarantor guarantees to pay such Guaranteed Monies to the Bank on demand whether that demand is made before, at the time of or after such termination.

Where there is more than one person comprised in the expression the “Guarantor”, any notice under Clause 4.01 above may be given by any one of the persons comprising the Guarantor. The Bank will treat any such notice as terminating that Guarantor’s liability to the extent provided in Clause 4.01 without affecting or terminating the obligations or liability of any other person comprising the Guarantor and this Guarantee shall continue to bind those persons as a continuing guarantee.

This Guarantee is in addition to, shall not be affected by and may be enforced despite the existence of any other guarantee or security held by the Bank.

Where there is more than one person comprised in the expression “the Guarantor”, if for any reason this Guarantee is not or ceases to be binding on any Guarantor, it shall subject to Clause 4.01 remain binding as a continuing security on the remaining person(s) comprising the Guarantor.

The obligations of the Guarantor under this Guarantee shall not be affected by any of the following:

any part payment of the Guaranteed Monies by the Customer or any other person;

any change in the name or constitution of the Customer, the Guarantor or the Bank;

any merger, amalgamation, reconstruction or reorganisation affecting the Customer, the Guarantor or the Bank;

the death, mental incapacity, bankruptcy, insolvency, liquidation or administration of the Customer or the Guarantor; and

any other act, omission, event or circumstance which but for this provision would discharge any Guarantor from liability under this Guarantee.

Customer’s Accounts

Payments

Payments by the Guarantor shall be made to the Bank as specified by the Bank without any set-off, counterclaim, withholding or condition of any kind except that, if the Guarantor is compelled by law to make such withholding, the sum payable by the Guarantor shall be increased so that the amount actually received by the Bank is the amount it would have received if there had been no withholding.

Payment by the Guarantor to the Bank shall be in the currency of the relevant liability or, if the Bank so agrees in writing, in a different currency, in which case the conversion to that different currency shall be made at the Exchange Rate. The Bank shall not be liable to the Guarantor for any loss resulting from any fluctuation in the Exchange Rate.

No payment to the Bank under this Guarantee pursuant to any judgment, court order or otherwise shall discharge the obligation of the Guarantor in respect of which it was made unless and until payment in full has been received in the currency in which it is payable under this Guarantee and, to the extent that the amount of any such payment shall, on actual conversion into such currency, at the Exchange Rate, fall short of the amount of the obligation, expressed in that currency, the Guarantor shall be liable for the shortfall.

Any monies paid to the Bank in respect of the Guaranteed Monies may be applied in or towards satisfaction of the same in such manner as determined by the Bank or placed to the credit of such account (including a suspense or impersonal account) and for so long as the Bank may determine pending the application from time to time of such monies in or towards the discharge of the Guaranteed Monies.

If any monies paid to the Bank in respect of the Guaranteed Monies are required to be repaid by virtue of any law relating to insolvency, bankruptcy or liquidation or for any other reason, the Bank shall be entitled to enforce this Guarantee as if such monies had not been paid.

Set-off

Page 2/6

Lien

Guarantor as Principal Debtor

Variation of Terms and Release of Security

extend, increase, renew, replace or otherwise vary any of the Banking Facilities;

vary, exchange, abstain from perfecting or release any other security or guarantee held or to be held by the Bank as security for the Guaranteed Monies;

give time for payment or accept any composition from and make any arrangement with the Customer or any other person;

release any Guarantor from that Guarantor’s obligation under this Guarantee or otherwise and give any time for payment, accept any composition from or make any arrangement with any Guarantor;

make demand under this Guarantee and enforce all or any of the Guarantor’s obligation under this Guarantee without having enforced or sought to enforce any rights or remedies which the Bank may have in respect of the Guaranteed Monies against the Customer, any other surety or in relation to any other security; or

do or omit to do any thing which but for this provision would discharge any Guarantor from liability under this Guarantee.

Guarantor as Trustee

The Guarantor shall not, until the whole of the Guaranteed Monies have been received by the Bank (and even though the Maximum Liability of the Guarantor may be limited), exercise any right of subrogation, indemnity, set-off or counterclaim against the Customer or any other Guarantor or person or any right to participate in any security the Bank has in respect of the Guaranteed Monies or, unless required by the Bank to do so, to prove in the bankruptcy or liquidation of the Customer or any other Guarantor. The Guarantor shall hold any amount recovered, as a result of the exercise of any of such right, on trust for the Bank and shall pay the same to the Bank immediately on receipt.

The Guarantor has not taken any security from the Customer or any other Guarantor and agrees not to do so until the Bank has received the whole of the Guaranteed Monies. Any security taken by the Guarantor in breach of this provision shall be held in trust for the Bank as security for the Guaranteed Monies and all monies at any time received in respect thereof shall be paid to the Bank immediately on receipt.

Negligence in Realisations

No Waiver

Assignment

Communications

Page 3/6

Debt Collection and Disclosure of Information

The Bank may employ debt collecting agent(s) to collect any sum due under this Guarantee.

Without prejudicing the rights of the Bank under any other agreement with the Guarantor, the Guarantor consents to the Bank, for such purposes as the Bank may consider reasonably appropriate, disclosing and/or obtaining information about the Guarantor (including details of all or any transactions or dealings between the Guarantor and the Bank) and this Guarantee, both within and outside the Hong Kong Special Administrative Region, to or from (as the case may be):

any agent, contractor or third party service provider which provides services to the Bank in relation to the operation of its business (including without limitation administrative, telecommunications, computer, payment or processing services);

credit reference agencies;

any person to whom the Bank proposes to sell, assign or transfer, or has sold, assigned or transferred, all or any of its rights in relation to this Guarantee or the Banking Facilities;

any company within the HSBC Group, being HSBC Holdings plc and its associated and subsidiary companies from time to time or any of its or their agents; or

any other person, if required or permitted by applicable laws, regulations, regulators’ or other authorities’ guidelines or judicial process to do so.

If any information disclosed by the Guarantor to the Bank includes information of any third party, the Guarantor confirms and warrants that it has obtained the consent of such third party to the provision of such information to the Bank for such purposes and for disclosure to such persons as referred to in Clause 16.02. The Guarantor agrees to indemnify and hold the Bank harmless from all costs, penalties, damages and other losses incurred as a result of the Guarantor’s breach of this Clause 16.03.

Severability

Governing Law and Jurisdiction

This Guarantee is governed by and shall be construed in accordance with the laws of the Hong Kong Special Administrative Region (“Hong Kong”).

The Guarantor submits to the non-exclusive jurisdiction of the Hong Kong courts but this Guarantee may be enforced in the courts of any competent jurisdiction.

No person other than the Bank and the Guarantor will have any right under the Contracts (Rights of Third Parties) Ordinance to enforce or enjoy the benefit of any of the provisions of this Guarantee.

Governing Version

Process Agent

Headings

Execution

  IN WITNESS WHEREOF this Guarantee has been executed and delivered by the Guarantor as a deed on

Page 4/6

Name of Guarantor: ECMOHO (HK) HEALTH TECHNOLOGY LTD

Signature of Director/Secretary

Signature of Director/Secretary

Full Name (in Block Letters)

Full Name (in Block Letters)

Address

Address

Identification Document Type and Number

Identification Document Type and Number

Duly Authorised by a Board Resolution Dated

Duly Authorised by a Board Resolution Dated

Signature of Witness

Signature of Witness

Full Name (in Block Letters)

Full Name (in Block Letters)

Office

Office

Identification Document Type and Number

Identification Document Type and Number

▇▇▇▇▇▇▇▇ as a deed and signed by the following Director(s) and, if applicable, Secretary on behalf of the Guarantor:

Name of Guarantor: ECMOHO (HK) HEALTH TECHNOLOGY LTD

Signature of Director/Secretary

/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇

Full Name (in Block Letters)

▇▇▇▇ ▇▇▇▇▇▇▇▇

Full Name (in Block Letters)

Address

SHANG HAI ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ 1000 HAO 3 ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ SHANG ▇▇ ▇▇▇ CHINA

Address

Identification Document Type and Number

  China ID ***

Identification Document Type and Number

Duly Authorised by a Board Resolution Dated

Duly Authorised by a Board Resolution Dated

Signature of Witness

Signature of Witness

Full Name (in Block Letters)

Full Name (in Block Letters)

Office

Office

Identification Document Type and Number

Identification Document Type and Number

Extract from the Minutes of a Meeting of the Board of Directors of

ECMOHO (HK) HEALTH TECHNOLOGY LTD (the “Company”)

held at (time)

on (date)

at (place)

      Rm 2103, ▇▇▇▇ ▇▇▇▇ Commercial Centre, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇

The chairman reported that arrangements were proposed with The Hongkong and Shanghai Banking Corporation Limited (“the Bank”) whereby Ecmoho (Hong Kong) Limited (“the Customer”), an affiliate of the company, would be granted banking facility(ies) based on the terms set out in a facility letter from the Bank dated 20 May 2019 which was tabled at the Meeting.

It was a term of the arrangements of such facility that the Company would guarantee and secure all liabilities of the Customer to the Bank in the manner set out in the guarantee (the “Security”) in favour of the Bank tabled at the Meeting.

The Directors then reported the manner in which they were interested in the proposed arrangements as directors or shareholders of the Customer or by virtue of guarantees or in any other manner. The Secretary reported that, under the Articles of Association of the Company, the Directors present were empowered to implement the proposed arrangements.

The Board then reviewed the financial position of the Company and of the Customer. Taking into account the close trading relationship between the Company and the Customer, the Board were unanimously of the opinion that the granting of the Security in favour of the Bank would be in the commercial interests of the Company.

IT WAS RESOLVED that the terms and conditions of the Security, the transactions contemplated thereunder and the exercise by the Company of its rights and performance by the Company of its obligations thereunder be and are hereby approved.

IT WAS FURTHER RESOLVED that the Security be created in favour of the Bank and that ▇▇▇▇ ▇▇▇▇▇▇▇▇ be authorised to sign the Security on behalf of the Company and having the Security expressed to be executed by the Company as a deed and that the same be forthwith delivered to the Bank.

IT WAS FURTHER RESOLVED that the execution of the Security by the authorised signatory named above shall be conclusive evidence of such person’s approval of any amendments which may have been made thereto.

IT WAS FURTHER RESOLVED that the authorised signatory named above shall be authorised to execute and, where necessary, affix the Common Seal of the Company to any further document and/or do such further acts for and on behalf of the Company as required by or in connection with the Security and/or in connection with the transactions contemplated thereunder.

IT WAS FURTHER RESOLVED that any actions taken by any Director of the Company or the authorised signatory named above in respect of the transactions considered under these resolutions prior to the date hereof be approved, ratified and confirmed in all respects.

IT WAS FURTHER RESOLVED that the Chairman be authorised to provide the Bank with a certified copy of these Board minutes and/or resolutions.

Date:        

/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇

The Hongkong and Shanghai Banking Corporation Limited

The Hong Kong Special Administrative Region

Definitions

Interpretation

Where there are two or more persons comprised in the expression “the Customer” the Guaranteed Monies shall include all monies and liabilities due owing or incurred to the Bank by such persons whether solely or jointly with one or more of the others or any other person(s) and the expression “the Customer” will be construed accordingly.

Where the persons comprised in the expression “the Customer” are carrying on business in partnership under a firm name or are trustees of a trust the Guaranteed Monies (notwithstanding any change in the composition of that partnership) shall include the monies and liabilities which shall at any time be due owing or incurred to the Bank by the person(s) from time to time carrying on the partnership business under that name or under any name in succession thereto and includes those due from all persons from time to time being trustees of that trust and the expression “the Customer” shall be construed accordingly.

Where there are two or more persons comprised in the expression “the Guarantor” the obligations of each such person as Guarantor under this Guarantee shall be joint and several.

Guarantee

In consideration of the Banking Facilities, the Guarantor guarantees to pay the Guaranteed Monies to the Bank on demand.

The liability of the Guarantor under this Guarantee shall not exceed the Maximum Liability.

The Guarantor shall, subject to Clause 3.02, pay Default Interest (to the extent that it is not paid by the Customer) on the Guaranteed Monies from the date of demand by the Bank on the Guarantor until the Bank receives payment of the whole of the Guaranteed Monies (both before and after any demand or judgment or any circumstances which restrict payment by the Customer).

A certificate of balance signed by any duly authorised officer of the Bank shall be conclusive evidence against the Guarantor of the amount of the Guaranteed Monies owing at any time.

The Bank shall be entitled to retain this Guarantee and any security it has in respect of the Guaranteed Monies until it is satisfied that any repayment of the Guaranteed Monies will not be avoided whether as a preference or otherwise.

Continuing and Additional Security

This Guarantee is a continuing security and shall secure the whole of the Guaranteed Monies until one calendar month after receipt by the Bank of notice in writing by the Guarantor or a liquidator, receiver or personal representative of the Guarantor (in the event of the death of the Guarantor) to terminate it. In the case of the Guarantor’s death, this Guarantee shall remain binding as a continuing guarantee on that Guarantor’s heirs, executors, successors or administrators until the expiry of notice given in accordance with this Clause. Nevertheless and despite the giving of such notice, this Guarantee shall continue to apply to the Guaranteed Monies in respect of which the Customer is or becomes actually or contingently liable up to such termination and the Guarantor guarantees to pay such Guaranteed Monies to the Bank on demand whether that demand is made before, at the time of or after such termination.

Where there is more than one person comprised in the expression the “Guarantor”, any notice under Clause 4 01 above may be given by any one of the persons comprising the Guarantor. The Bank will treat any such notice as terminating that Guarantor’s liability to the extent provided in Clause 4.01 without affecting or terminating the obligations or liability of any other person comprising the Guarantor and this Guarantee shall continue to bind those persons as a continuing guarantee.

This Guarantee is in addition to, shall not be affected by and may be enforced despite the existence of any other guarantee or security held by the Bank.

Where there is more than one person comprised in the expression “the Guarantor”, if for any reason this Guarantee is not or ceases to be binding on any Guarantor, it shall subject to Clause 3.01 remain binding as a continuing security on the remaining person(s) comprising the Guarantor.

The obligations of the Guarantor under this Guarantee shall not be affected by any of the following:

any part payment of the Guaranteed Monies by the Customer or any other person;

any change in the name or constitution of the Customer, the Guarantor or the Bank,

any merger, amalgamation, reconstruction or reorganisation affecting the Customer, the Guarantor or the Bank;

the death, mental incapacity, bankruptcy, insolvency, liquidation or administration of the Customer or the Guarantor; and

any other act, omission, event or circumstance which but for this provision would discharge any Guarantor from liability under this Guarantee.

Customer’s Accounts

Payments

Payments by the Guarantor shall be made to the Bank as specified by the Bank without any set-off, counterclaim, withholding or condition of any kind except that, if the Guarantor is compelled by law to make such withholding, the sum payable by the Guarantor shall be increased so that the amount actually received by the Bank is the amount it would have received if there had been no withholding.

Payment by the Guarantor to the Bank shall be in the currency of the relevant liability or, if the Bank so agrees in writing, in a different currency, in which case the conversion to that different currency shall be made at the Exchange Rate. The Bank shall not be liable to the Guarantor for any loss resulting from any fluctuation in the Exchange Rate.

No payment to the Bank under this Guarantee pursuant to any judgment, court order or otherwise shall discharge the obligation of the Guarantor in respect of which it was made unless and until payment in full has been received in the currency in which it is payable under this Guarantee and, to the extent that the amount of any such payment shall, on actual conversion into such currency, at the Exchange Rate, fall short of the amount of the obligation, expressed in that currency, the Guarantor shall be liable for the shortfall.

Any monies paid to the Bank in respect of the Guaranteed Monies may be applied in or towards satisfaction of the same in such manner as determined by the Bank or placed to the credit of such account (including a suspense or impersonal account) and for so long as the Bank may determine pending the application from time to time of such monies in or towards the discharge of the Guaranteed Monies.

If any monies paid to the Bank in respect of the Guaranteed Monies are required to be repaid by virtue of any law relating to insolvency, bankruptcy or liquidation or for any other reason, the Bank shall be entitled to enforce this Guarantee as if such monies had not been paid.

Set-off

Lien

Guarantor as Principal Debtor

Variation of Terms and Release of Security

extend, increase, renew, replace or otherwise vary any of the Banking Facilities;

vary, exchange, abstain from perfecting or release any other security or guarantee held or to be held by the Bank as security for the Guaranteed Monies;

give time for payment or accept any composition from and make any arrangement with the Customer or any other person;

release any Guarantor from that Guarantor’s obligation under this Guarantee or otherwise and give any time for payment, accept any composition from or make any arrangement with any Guarantor;

make demand under this Guarantee and enforce all or any of the Guarantor’s obligation under this Guarantee without having enforced or sought to enforce any rights or remedies which the Bank may have in respect of the Guaranteed Monies against the Customer, any other surety or in relation to any other security; or

do or omit to do any thing which but for this provision would discharge any Guarantor from liability under this Guarantee.

Guarantor as Trustee

The Guarantor shall not, until the whole of the Guaranteed Monies have been received by the Bank (and even though the Maximum Liability of the Guarantor may be limited), exercise any right of subrogation, indemnity, set-off or counterclaim against the Customer or any other Guarantor or person or any right to participate in any security the Bank has in respect of the Guaranteed Monies or, unless required by the Bank to do so, to prove in the bankruptcy or liquidation of the Customer or any other Guarantor. The Guarantor shall hold any amount recovered, as a result of the exercise of any of such right, on trust for the Bank and shall pay the same to the Bank immediately on receipt.

The Guarantor has not taken any security from the Customer or any other Guarantor and agrees not to do so until the Bank has received the whole of the Guaranteed Monies. Any security taken by the Guarantor in breach of this provision shall be held in trust for the Bank as security for the Guaranteed Monies and all monies at any time received in respect thereof shall be paid to the Bank immediately on receipt.

Negligence in Realisations

No Waiver

Assignment

Communications

Debt Collection and Disclosure of Information

The Bank may employ debt collecting agent(s) to collect any sum due under this Guarantee.

Without prejudicing the rights of the Bank under any other agreement with the Guarantor, the Guarantor consents to the Bank, for such purposes as the Bank may consider reasonably appropriate, disclosing and/or obtaining information about the Guarantor (including details of all or any transactions or dealings between the Guarantor and the Bank) and this Guarantee, both within and outside the Hong Kong Special Administrative Region, to or from (as the case may be):

any agent, contractor or third party service provider which provides services to the Bank in relation to the operation of its business (including without limitation administrative, telecommunications, computer, payment or processing services);

credit reference agencies;

any person to whom the Bank proposes to sell, assign or transfer, or has sold, assigned or transferred, all or any of its rights in relation to this Guarantee or the Banking Facilities;

any company within the HSBC Group, being HSBC Holdings plc and its associated and subsidiary companies from time to time or any of its or their agents; or

any other person, if required or permitted by applicable laws, regulations, regulators’ or other authorities’ guidelines or judicial process to do so.

If any information disclosed by the Guarantor to the Bank includes information of any third party, the Guarantor confirms and warrants that it has obtained the consent of such third party to the provision of such information to the Bank for such purposes and for disclosure to such persons as referred to in Clause 16.02. The Guarantor agrees to indemnify and hold the Bank harmless from all costs, penalties, damages and other losses incurred as a result of the Guarantor’s breach of this Clause 16.03.

Severability

Governing Law and Jurisdiction

This Guarantee is governed by and shall be construed in accordance with the laws of the Hong Kong Special Administrative Region (“Hong Kong”).

The Guarantor submits to the non-exclusive jurisdiction of the Hong Kong courts but this Guarantee may be enforced in the courts of any competent jurisdiction.

No person other than the Bank and the Guarantor will have any right under the Contracts (Rights of Third Parties) Ordinance to enforce or enjoy the benefit of any of the provisions of this Guarantee.

Governing Version

Process Agent

Headings

Execution

    Name: ECMOHO (HONG KONG) LIMITED

    *Address:            SHANG HAI ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ 1000 HAO 3 ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ SHANG ▇▇ ▇▇▇ CHINA

P O Box is not acceptable

Name: ▇▇▇▇ ▇▇▇▇

*Address: ***

Identification Document Type and Number: ***

Name of Process Agent:

*Address of Process Agent:

, the Hong Kong Special Administrative Region

Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇

*Address: ***

Identification Document Type and Number: ***

Name of Process Agent:

*Address of Process Agent:

, the Hong Kong Special Administrative Region

P O Box is not acceptable

The Hongkong and Shanghai Banking Corporation Limited

The Hong Kong Special Administrative Region

Definitions

Interpretation

Where there are two or more persons comprised in the expression “the Customer” the Guaranteed Monies shall include all monies and liabilities due owing or incurred to the Bank by such persons whether solely or jointly with one or more of the others or any other person(s) and the expression “the Customer” will be construed accordingly.

Where the persons comprised in the expression “the Customer” are carrying on business in partnership under a firm name or are trustees of a trust the Guaranteed Monies (notwithstanding any change in the composition of that partnership) shall include the monies and liabilities which shall at any time be due owing or incurred to the Bank by the person(s) from time to time carrying on the partnership business under that name or under any name in succession thereto and includes those due from all persons from time to time being trustees of that trust and the expression “the Customer” shall be construed accordingly.

Where there are two or more persons comprised in the expression “the Guarantor” the obligations of each such person as Guarantor under this Guarantee shall be joint and several.

Guarantee

In consideration of the Banking Facilities, the Guarantor guarantees to pay the Guaranteed Monies to the Bank on demand.

The liability of the Guarantor under this Guarantee shall not exceed the Maximum Liability.

The Guarantor shall, subject to Clause 3.02, pay Default Interest (to the extent that it is not paid by the Customer) on the Guaranteed Monies from the date of demand by the Bank on the Guarantor until the Bank receives payment of the whole of the Guaranteed Monies (both before and after any demand or judgment or any circumstances which restrict payment by the Customer).

A certificate of balance signed by any duly authorised officer of the Bank shall be conclusive evidence against the Guarantor of the amount of the Guaranteed Monies owing at any time.

The Bank shall be entitled to retain this Guarantee and any security it has in respect of the Guaranteed Monies until it is satisfied that any repayment of the Guaranteed Monies will not be avoided whether as a preference or otherwise.

Continuing and Additional Security

This Guarantee is a continuing security and shall secure the whole of the Guaranteed Monies until one calendar month after receipt by the Bank of notice in writing by the Guarantor or a liquidator, receiver or personal representative of the Guarantor (in the event of the death of the Guarantor) to terminate it. In the case of the Guarantor’s death, this Guarantee shall remain binding as a continuing guarantee on that Guarantor’s heirs, executors, successors or administrators until the expiry of notice given in accordance with this Clause. Nevertheless and despite the giving of such notice, this Guarantee shall continue to apply to the Guaranteed Monies in respect of which the Customer is or becomes actually or contingently liable up to such termination and the Guarantor guarantees to pay such Guaranteed Monies to the Bank on demand whether that demand is made before, at the time of or after such termination.

Where there is more than one person comprised in the expression the “Guarantor”, any notice under Clause 4.01 above may be given by any one of the persons comprising the Guarantor. The Bank will treat any such notice as terminating that Guarantor’s liability to tire extent provided in Clause 4.01 without affecting or terminating the obligations or liability of any other person comprising the Guarantor and this Guarantee shall continue to bind those persons as a continuing guarantee.

This Guarantee is in addition to, shall not be affected by and may be enforced despite the existence of any other guarantee or security held by the Bank.

Where there is more than one person comprised in the expression “the Guarantor”, if for any reason this Guarantee is not or ceases to be binding on any Guarantor, it shall subject to Clause 4.01 remain binding as a continuing security on the remaining person(s) comprising the Guarantor.

The obligations of the Guarantor under this Guarantee shall not be affected by any of the following:

any part payment of the Guaranteed Monies by the Customer or any other person;

any change in the name or constitution of the Customer, the Guarantor or the Bank;

any merger, amalgamation, reconstruction or reorganisation affecting the Customer, the Guarantor or the Bank;

the death, mental incapacity, bankruptcy, insolvency, liquidation or administration of the Customer or the Guarantor; and

any other act, omission, event or circumstance which but for this provision would discharge any Guarantor from liability under this Guarantee.

Customer’s Accounts

Payments

Payments by the Guarantor shall be made to the Bank as specified by the Bank without any set-off, counterclaim, withholding or condition of any kind except that, if the Guarantor is compelled by law to make such withholding, the sum payable by the Guarantor shall be increased so that the amount actually received by the Bank is the amount it would have received if there had been no withholding.

Payment by the Guarantor to the Bank shall be in the currency of the relevant liability or, if the Bank so agrees in writing, in a different currency, in which case the conversion to that different currency shall be made at the Exchange Rate. The Bank shall not be liable to the Guarantor for any loss resulting from any fluctuation in the Exchange Rate.

No payment to the Bank under this Guarantee pursuant to any judgment, court order or otherwise shall discharge the obligation of the Guarantor in respect of which it was made unless and until payment in full has been received in the currency in which it is payable under this Guarantee and, to the extent that the amount of any such payment shall, on actual conversion into such currency, at the Exchange Rate, fall short of the amount of the obligation, expressed in that currency, the Guarantor shall be liable for the shortfall.

Any monies paid to the Bank in respect of the Guaranteed Monies may be applied in or towards satisfaction of the same in such manner as determined by the Bank or placed to the credit of such account (including a suspense or impersonal account) and for so long as the Bank may determine pending the application from time to time of such monies in or towards the discharge of the Guaranteed Monies.

If any monies paid to the Bank in respect of the Guaranteed Monies are required to be repaid by virtue of any law relating to insolvency, bankruptcy or liquidation or for any other reason, the Bank shall be entitled to enforce this Guarantee as if such monies had not been paid.

Set-off

Lien