Exhibit
10.4


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [●] day of November, 2021,
by and among Mountain Crest Acquisition Corp. V, a Delaware corporation (the “Company”) and the undersigned
parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).


 


WHEREAS,
the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration
of the securities held by them as of the date hereof;


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.
DEFINITIONS. The following capitalized terms
used herein have the following meanings:


 


“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Business
Combination” means the acquisition of direct or indirect ownership through a merger, share exchange, asset acquisition,
share purchase, recapitalization, reorganization or other similar type of transaction, of one or more businesses or entities.


 


“Commission”
means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.


 


“Common
Stock” means the common stock, par value $0.0001 per share, of the Company.


 


“Company”
is defined in the preamble to this Agreement.


 


“Demand
Registration” is defined in Section 2.1.1.


 


“Demanding
Holder” is defined in Section 2.1.1.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder, all as the same shall be in effect at the time.


 


“Form
S-3” is defined in Section 2.3.


 


“Indemnified
Party” is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Initial
Shares” means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial
public offering.


 






     


     


    

 


“Investor”
is defined in the preamble to this Agreement.


 


“Investor
Indemnified Party” is defined in Section 4.1.


 


“Maximum
Number of Shares” is defined in Section 2.1.4.


 


“Notices”
is defined in Section 6.3.


 


“Piggy-Back
Registration” is defined in Section 2.2.1.


 


“Over-Allotment
Units” means the additional number of Private Units the various Investors will be required to purchase in the event that
the underwriters in the Company’s initial public offering exercise their over-allotment option, as described in the prospectus
relating to the Company’s initial public offering.


 


“Private
Units” means the up to 223,000 units various Investors are privately purchasing simultaneously with the consummation of
the Company’s initial public offering.


 


“Register,”
“Registered” and “Registration” mean a registration effected by preparing and filing
a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and
regulations promulgated thereunder, and such registration statement becoming effective.


 


“Registrable
Securities” means (i) the Initial Shares, (ii) the Private Units (and underlying shares of Common Stock), (iii) the Over-Allotment
Units (and underlying shares of Common Stock), if any, and (iv) any securities issuable upon conversion of loans from Investors to the
Company, if any (the “Loan Securities”). Registrable Securities include any warrants, share capital or other
securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such Initial
Shares, Private Units (and underlying shares of Common Stock), Over-Allotment Units (and underlying shares of Common Stock) and Loan
Securities. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration
Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall
have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have
been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by
the Company and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities shall
have ceased to be outstanding, or (d) the Registrable Securities are freely saleable under Rule 144 without volume limitations.


 


“Registration
Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act
and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8,
or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets
of another entity).


 






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“Release
Date” means the date on which the Initial Shares are disbursed from escrow pursuant to Section 3 of that certain Stock
Escrow Agreement dated as of November [●], 2021 by and among the Investors and Continental Stock Transfer & Trust Company.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.


 


“Underwriter”
means, solely for the purposes of this Agreement, a securities dealer who purchases any Registrable Securities as principal in an underwritten
offering and not as part of such dealer’s market-making activities.


 


“Units”
means the units of the Company, each comprised of one share of Common Stock and one right to acquire one-tenth (1/10) of one share of
Common Stock


 


2.
REGISTRATION RIGHTS.


 


2.1
Demand Registration.


 


2.1.1
 Request for Registration. At any
time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units
(or underlying shares of Common Stock), Over-Allotment Units (or underlying shares of Common Stock) and Loan Securities or (ii) three
months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable
Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of
the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of
their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration
shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof.
The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to
include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares
of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen
(15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled
to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section
3.1.1. The Company shall not be obligated to effect more than an aggregate of one (1) Demand Registration under this Section 2.1.1 in
respect of all Registrable Securities.


 


2.1.2
 Effective Registration. A registration
will not count as a Demand Registration until the Registration Statement filed with the Commission with respect to such Demand Registration
has been declared effective and the Company has complied with all of its obligations under this Agreement with respect thereto; provided,
however, that if, after such Registration Statement has been declared effective, the offering of Registrable Securities pursuant to a
Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the
Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until,
(i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders
thereafter elect to continue the offering; provided, further, that the Company shall not be obligated to file a second Registration Statement
until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.


 






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2.1.3
 Underwritten Offering. If a majority-in-interest
of the Demanding Holders so elect and such holders so advise the Company as part of their written demand for a Demand Registration, the
offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such
event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon such holder’s
participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent
provided herein. All Demanding Holders proposing to distribute their Registrable Securities through such underwriting shall enter into
an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting by a majority-in-interest
of the holders initiating the Demand Registration.


 


2.1.4
 Reduction of Offering. If the managing
Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders
in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together
with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as
to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of
the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without
adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering
(such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”), then
the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested
by the Demanding Holders (pro rata in accordance with the number of shares that each such Person has requested be included in such registration,
regardless of the number of shares held by each such Person (such proportion is referred to herein as “Pro Rata”))
that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can
be sold without exceeding the Maximum Number of Shares; and (iii) third, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities for the account of other persons that
the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding
the Maximum Number of Shares.


 


2.1.5
 Withdrawal. If a majority-in-interest
of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities
in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice
to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement
filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from
a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in
Section 2.1.


 






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2.2
Piggy-Back Registration.


 


2.2.1
 Piggy-Back Rights. If at any time
on or after the date the Company consummates a Business Combination the Company proposes to file a Registration Statement under the Securities
Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible
into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and
by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed
in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the
Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv)
for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable
Securities as soon as practicable but [in no event less than ten (10) days] before the anticipated filing date, which notice shall describe
the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed
managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice
the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request [in writing within
five (5) days] following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such
Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters
of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the
same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities
in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their
securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement
in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration. Notwithstanding the provisions set
forth in the immediately preceding sentences, the right to a Piggy-Back Registration set forth under this Section 2.2.1 with respect
to the Registrable Securities shall terminate on the seventh anniversary of the Effective Date.


 


2.2.2
 Reduction of Offering. If the managing
Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders
of Registrable Securities in writing that the dollar amount or number of shares of Common Stock which the Company desires to sell, taken
together with the shares of Common Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements
with persons other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration has been
requested under this Section 2.2, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the
written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Shares, then the
Company shall include in any such registration:


 






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(a)
If the registration is undertaken for the Company’s
account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding
the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause
(A), the shares of Common Stock or other securities, if any, comprised of Registrable Securities, as to which registration has been requested
pursuant to the applicable written contractual piggy-back registration rights of such security holders, Pro Rata, that can be sold without
exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of Shares has not been reached under the
foregoing clauses (A) and (B), the shares of Common Stock or other securities for the account of other persons that the Company is obligated
to register pursuant to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the
Maximum Number of Shares;


 


(b)
If the registration is a “demand” registration
undertaken at the demand of persons other than either the holders of Registrable Securities, (A) first, the shares of Common Stock or
other securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second,
to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other
securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent
that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), collectively the shares of Common Stock
or other securities comprised of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms
hereof, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares
has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of
other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold
without exceeding the Maximum Number of Shares.


 


2.2.3
 Withdrawal. Any holder of Registrable
Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by
giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company
(whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations)
may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithstanding any such
withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration
as provided in Section 3.3.


 






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2.2.4
 Registrations on Form S-3. The holders
of Registrable Securities may at any time and from time to time, request in writing that the Company register the resale of any or all
of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form
S-3”); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering.
Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders
of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s
or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities
or other securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request
given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be
obligated to effect any such registration pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering; or (ii) if
the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in
such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of
less than $500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant
to Section 2.1.


 


3.
REGISTRATION PROCEDURES.


 


3.1
Filings; Information. Whenever the Company is
required to effect the registration of any Registrable Securities pursuant to Section 2, the Company shall use its best efforts to effect
the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution thereof as expeditiously
as practicable, and in connection with any such request:


 


3.1.1
 Filing Registration Statement. The
Company shall use its best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant to
Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which
counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered
thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts to cause such Registration
Statement to become effective and use its best efforts to keep it effective for the period required by Section 3.1.3; provided, however,
that the Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for
such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case
if the Company shall furnish to the holders a certificate signed by Chief Executive Officer or Chairman of the Company stating that,
in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders
for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to
exercise the right set forth in this provision more than once in any 365-day period in respect of a Demand Registration hereunder.


 


3.1.2
 Copies. The Company shall, prior
to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the holders of Registrable
Securities included in such registration, and such holders’ legal counsel, copies of such Registration Statement as proposed to
be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated
by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus), and such other
documents as the holders of Registrable Securities included in such registration or legal counsel for any such holders may request in
order to facilitate the disposition of the Registrable Securities owned by such holders.


 






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3.1.3
 Amendments and Supplements. The
Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration
Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance
with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement
have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities
have been withdrawn.


 


3.1.4
 Notification. After the filing of
a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such filing, notify the holders
of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holders promptly and
confirm such advice in writing in all events within two (2) business days of the occurrence of any of the following: (i) when such Registration
Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance
or threatened issuance by the Commission of any stop order (and the Company shall take all actions required to prevent the entry of such
stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such Registration Statement
or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement
or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement,
such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and promptly make available to the holders of Registrable Securities included
in such Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration Statement
or prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the
holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such holders, copies of all
such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity
to review such documents and comment thereon, and the Company shall not file any Registration Statement or prospectus or amendment or
supplement thereto, including documents incorporated by reference, to which such holders or their legal counsel shall object.


 


3.1.5
 State Securities Laws Compliance.
The Company shall use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under
such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable Securities included
in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause
such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities
as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary
or advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate the disposition of
such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to
do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or subject itself to taxation
in any such jurisdiction.


 






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3.1.6
 Agreements for Disposition. The
Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other
actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The representations,
warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any Underwriters, to the
extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in such registration statement.
No holder of Registrable Securities included in such registration statement shall be required to make any representations or warranties
in the underwriting agreement except, if applicable, with respect to such holder’s organization, good standing, authority, title
to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational documents, and
with respect to written information relating to such holder that such holder has furnished in writing expressly for inclusion in such
Registration Statement.


 


3.1.7
 Cooperation. The principal executive
officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company and all other
officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities hereunder, which
cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other
offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.


 


3.1.8
 Records. The Company shall make
available for inspection by the holders of Registrable Securities included in such Registration Statement, any Underwriter participating
in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any holder
of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility, and cause
the Company’s officers, directors and employees to supply all information requested by any of them in connection with such Registration
Statement.


 


3.1.9
 Opinions and Comfort Letters. Upon
request, the Company shall furnish to each holder of Registrable Securities included in any Registration Statement a signed counterpart,
addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort letter from
the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered to any Underwriter,
the Company shall furnish to each holder of Registrable Securities included in such Registration Statement, at any time that such holder
elects to use a prospectus, an opinion of counsel to the Company to the effect that the Registration Statement containing such prospectus
has been declared effective and that no stop order is in effect.


 


3.1.10
Earnings Statement. The Company shall comply
with all applicable rules and regulations of the Commission and the Securities Act, and make available to its shareholders, as soon as
practicable, an earnings statement covering a period of twelve (12) months, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder.


 






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3.1.11
Listing. The Company shall use its best efforts
to cause all Registrable Securities included in any registration to be listed on such exchanges or otherwise designated for trading in
the same manner as similar securities issued by the Company are then listed or designated or, if no such similar securities are then
listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities included in such registration.


 


3.1.12
Road Show. If the registration involves the registration
of Registrable Securities involving gross proceeds in excess of $500,000, the Company shall use its reasonable efforts to make available
senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by
the Underwriter in any underwritten offering.


 


3.2
Obligation to Suspend Distribution. Upon receipt
of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv), or, in the case of a resale
registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company, pursuant to a written insider trading compliance
program adopted by the Company’s Board of Directors, of the ability of all “insiders” covered by such program to transact
in the Company’s securities because of the existence of material non-public information, each holder of Registrable Securities
included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement
covering such Registrable Securities until such holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv)
or the restriction on the ability of “insiders” to transact in the Company’s securities is removed, as applicable,
and, if so directed by the Company, each such holder will deliver to the Company all copies, other than permanent file copies then in
such holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.


 


3.3
Registration Expenses. The Company shall bear
all costs and expenses incurred in connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant
to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.3, and all expenses incurred in performing or complying
with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including, without limitation:
(i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including
fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses;
(iv) the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees);
(v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section 3.1.11; (vi) Financial
Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for independent certified
public accountants retained by the Company (including the expenses or costs associated with the delivery of any opinions or comfort letters
requested pursuant to Section 3.1.9); (viii) the reasonable fees and expenses of any special experts retained by the Company in connection
with such registration and (ix) the reasonable fees and expenses of one legal counsel selected by the holders of a majority-in-interest
of the Registrable Securities included in such registration. The Company shall have no obligation to pay any underwriting discounts or
selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling
commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling shareholders and the Company shall
bear the expenses of the Underwriter pro rata in proportion to the respective amount of shares each is selling in such offering.


 






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3.4
Information. The holders of Registrable Securities
shall provide such information as may reasonably be requested by the Company, or the managing Underwriter, if any, in connection with
the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect the registration of any
Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s obligation to comply
with Federal and applicable state securities laws.


 


4.
INDEMNIFICATION AND CONTRIBUTION.


 


4.1
Indemnification by the Company. The Company agrees
to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and each of their respective officers,
employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls an Investor and each
other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each,
an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities,
whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained
in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary
prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration
Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation
promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such
registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably
incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage,
liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss,
claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission
made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement,
in reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder expressly for use therein.
The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members
and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided above
in this Section 4.1.


 






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4.2
Indemnification by Holders of Registrable Securities.
Each selling holder of Registrable Securities will, in the event that any registration is being effected under the Securities Act pursuant
to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless the Company, each of its directors
and officers and each Underwriter (if any), and each other selling holder and each other person, if any, who controls another selling
holder or such Underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether
joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which
the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary
prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or
are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement
therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing
to the Company by such selling holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each
other selling holder or controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation
or defending any such loss, claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall
be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling holder.


 


4.3
Conduct of Indemnification Proceedings. Promptly
after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity may be
sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”) shall, if a claim in respect thereof is to be
made against any other person for indemnification hereunder, notify such other person (the “Indemnifying Party”)
in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the Indemnified Party to
notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such
Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified
Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party
shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties,
to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party
to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be
liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the
defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party
and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more
than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability arising
out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and
expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party,
representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.
No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement
of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity
could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such
Indemnified Party from all liability arising out of such claim or proceeding.


 






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4.4
Contribution.


 


4.4.1
 If the indemnification provided for in
the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action
referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate
to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which
resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault
of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such
Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.


 


4.4.2
 The parties hereto agree that it would
not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method
of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section 4.4.1.


 


4.4.3
 The amount paid or payable by an Indemnified
Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection
with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no holder of Registrable
Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting
fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities which gave rise to such
contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.


 


5.
RULE 144.


 


5.1
Rule 144. The Company covenants that it shall
file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders
of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable
Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities
Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.


 


6.
MISCELLANEOUS.


 


6.1
Other Registration Rights. The Company represents
and warrants that, except as disclosed in the Company’s registration statement on Form S-1 (File No. 333-260124), no person, other
than the holders of the Registrable Securities, has any right to require the Company to register any of the Company’s share capital
for sale or to include the Company’s share capital in any registration filed by the Company for the sale of share capital for its
own account or for the account of any other person.


 






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6.2
Assignment; No Third Party Beneficiaries. This
Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or
in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned
or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities
by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties,
to the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable
Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly
set forth in Article 4 and this Section 6.2.


 


6.3
Notices. All notices, demands, requests, consents,
approvals or other communications (collectively, “Notices”) required or permitted to be given hereunder or
which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable air courier
service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed as set forth below, or to such
other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service
or transmission if personally served or transmitted by telegram, telex or facsimile; provided, that if such service or transmission is
not on a business day or is after normal business hours, then such notice shall be deemed given on the next business day. Notice otherwise
sent as provided herein shall be deemed given on the next business day following timely delivery of such notice to a reputable air courier
service with an order for next-day delivery.


 


To
the Company:


 


Mountain
Crest Acquisition Corp. V

311 West 43rd Street, 12th Floor

New York, NY 10036

Attn: Suying Liu, Chief Executive Officer


 


with
a copy to:


 


Loeb
& Loeb LLP

345 Park Avenue

New York, NY 10154

Attn: Giovanni Caruso, Esq.


 


To
an Investor, to the address set forth below such Investor’s name on Exhibit A hereto.


 


6.4
Severability. This Agreement shall be deemed
severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of
this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision,
the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible that is valid and enforceable.


 






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6.5
Counterparts. This Agreement may be executed
in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same
instrument.


 


6.6
Entire Agreement. This Agreement (including all
agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations,
understandings, negotiations and discussions between the parties, whether oral or written.


 


6.7
Modifications and Amendments. No amendment, modification
or termination of this Agreement shall be binding upon the Company unless executed in writing by the Company. No amendment, modification
or termination of this Agreement shall be binding upon the holders of the Registrable Securities unless executed in writing by the holders
of the majority Registrable Securities.


 


6.8
Titles and Headings. Titles and headings of sections
of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.


 


6.9
Waivers and Extensions. Any party to this Agreement
may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be effective against
the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers may be made in
advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of
any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor
of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall
be deemed a waiver or extension of the time for performance of any other obligations or acts.


 


6.10
Remedies Cumulative. In the event that the Company
fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Investor or any other holder
of Registrable Securities may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance
of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power
granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being
required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each
such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement
or now or hereafter available at law, in equity, by statute or otherwise.


 


6.11
Governing Law. This Agreement shall be governed
by, interpreted under, and construed in accordance with the internal laws of the State of New York applicable to agreements made and
to be performed within the State of New York, without giving effect to any choice-of-law provisions thereof that would compel the application
of the substantive laws of any other jurisdiction.


 






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6.12
Waiver of Trial by Jury. Each party hereby irrevocably
and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract,
tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated hereby, or the actions
of the Investor in the negotiation, administration, performance or enforcement hereof.


 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 






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IN
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives
as of the date first written above.


 


	 	COMPANY:
	 	 
	 	MOUNTAIN CREST ACQUISITION CORP. V
	 	 
	 	By: 	/s/ Suying Liu
	 	 	Name:	Suying Liu
	 	 	Title:	Chairman, Chief Executive Officer and Chief Financial
    Officer
	 	 
	 	 
	 	INVESTORS:
	 	 
	 	MOUNTAIN CREST GLOBAL HOLDINGS LLC
	 	 
	 	By: 	/s/ Suying Liu
	 	 	Suying Liu
	 	 
	 	By:	/s/ Nelson Haight
	 	 	Nelson Haight
	 	 
	 	By: 	/s/ Todd Milbourn
	 	 	Todd Milbourn
	 	 
	 	By: 	/s/ Wenhua Zhang
	 	 	Wenhua Zhang


 






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EXHIBIT
A


 


Name
and Address of Investors


 


To
all Investors:


 


		●	Mountain
                                            Crest Global Holdings LLC, c/o Mountain Crest Acquisition Corp. V, 311 W. 43rd Street, 12th
                                            Floor, New York, NY 10036



 


		●	Nelson
                                            Haight, c/o Mountain Crest Acquisition Corp. V, 311 W. 43rd Street, 12th Floor, New York,
                                            NY 10036



 


		●	Todd
                                            Milbourn, c/o Mountain Crest Acquisition Corp. V, 311 W. 43rd Street, 12th Floor, New York,
                                            NY 10036



 


		●	Wenhua
                                            Zhang, c/o Mountain Crest Acquisition Corp. V, 311 W. 43rd Street, 12th Floor, New York,
                                            NY 10036



 






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