Exhibit 10.3


 


STOCK
ESCROW AGREEMENT


 


This
STOCK ESCROW AGREEMENT, dated as of November 12, 2021 (“Agreement”), by and among MOUNTAIN CREST ACQUISITION CORP.
V, a Delaware corporation (“Company”), and the initial shareholders listed on the signature pages hereto (collectively,
the “Initial Shareholders”) CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow
Agent”).


 


WHEREAS,
the Company has entered into an Underwriting Agreement, dated as of November 12, 2021 (“Underwriting Agreement”),
with Chardan Capital Markets LLC (“Chardan”) acting as representative of the several underwriters (collectively, the
“Underwriters”), pursuant to which, among other matters, the Underwriters have agreed to purchase 6,000,000 units
(“Units”) of the Company, plus an additional 900,000 Units if the Underwriters exercise their over-allotment option
in full. Each Unit consists of one share of common stock of the Company, par value $0.0001 per share (the “Common Stock”)
and one right to receive one-tenth (1/10) of a share of common stock upon the consummation of an initial business combination,
all as more fully described in the Company’s final Prospectus, dated November 12, 2021 (“Prospectus”), comprising
part of the Company’s Registration Statement on Form S-1 (File No. 333-260124) under the Securities Act of 1933, as amended
(“Registration Statement”), declared effective on November 12, 2021 (“Effective Date”).


 


WHEREAS,
the Initial Shareholders have agreed as a condition of the sale of the Units to deposit their Insider Shares (as defined in the
Prospectus), as set forth opposite their respective names on Exhibit A attached hereto (collectively “Escrow
Shares”), in escrow as hereinafter provided.


 


WHEREAS,
the Company and the Initial Shareholders desire that the Escrow Agent accept the Escrow Shares, in escrow, to be held and disbursed
as hereinafter provided.


 


IT
IS AGREED:


 


1. Appointment of Escrow Agent. The
Company and the Initial Shareholders hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this
Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.


 


2.
Deposit of Escrow Shares. On or prior
to the date hereof, each of the Initial Shareholders delivered to the Escrow Agent certificates representing such Initial Shareholder’s
respective Escrow Shares, together with applicable share powers, to be held and disbursed subject to the terms and conditions
of this Agreement. Each of the Initial Shareholders acknowledges that the certificate representing such Initial Shareholder’s
Escrow Shares is legended to reflect the deposit of such Escrow Shares under this Agreement.


 






     


     


    

 


3.
Disbursement of the Escrow Shares.


 


3.1
The Escrow Agent shall hold the Escrow Shares during the period (the “Escrow Period”) commencing on the date
hereof and (i) for 50% of the Escrow Shares, ending on the earlier of (x) six months after the date of the consummation of
the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business
Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as
adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any
30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the
Escrow Shares, ending six months after the date of the consummation of an initial Business Combination. The Company shall
promptly provide notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Escrow
Period, the Escrow Agent shall disburse such amount of each Initial Shareholder’s Escrow Shares (and any applicable
share power) to such Initial Shareholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to
Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall
promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, within six months after
the Company consummates an initial Business Combination, the Company (or the surviving entity) subsequently consummates a
liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity
having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will,
upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the
Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or
such conditions have been achieved, as applicable, release the Escrow Shares to the Initial Shareholders. The Escrow
Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Shares in accordance
with this Section 3.1.


 


3.2
Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional
900,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting
Agreement), the Initial Shareholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost,
the number of Escrow Shares held by the Initial Shareholders listed on Exhibit B determined by multiplying
(a) the product of (i) 225,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Escrow Shares held
by each such holder, and (y) the denominator of which is the total number of Escrow Shares, by (b) a fraction, (i) the
numerator of which is 900,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of
their over-allotment option, and (ii) the denominator of which is 900,000. The Company shall promptly provide notice to the
Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if
any, purchased by the Underwriters in connection with their exercise thereof.


 


4. Rights
of Initial Shareholders in Escrow Shares.


 


4.1 Voting
Rights as a Shareholder. Subject to the terms of the Insider Letters described in Section 4.4 hereof and except as
herein provided, the Initial Shareholders shall retain all of their rights as shareholders of the Company during the
Escrow Period, including, without limitation, the right to vote such shares.


 






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4.2 Dividends
and Other Distributions in Respect of the Escrow Shares. During the Escrow Period, all dividends payable in cash
with respect to the Escrow Shares shall be paid to the Initial Shareholders, but all dividends payable in stock or
other non-cash property (“Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with
the terms hereof. As used herein, the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends
distributed thereon, if any.


 


4.3 Restrictions
on Transfer. During the Escrow Period, the only permitted transfers of the Escrow Shares will be (1) to
the Company’s pre-IPO stockholders or their respective affiliates, or to the Company’s offices, directors,
advisors and employees, (2) if the Initial Shareholder is an entity, as a distribution to its, partners, stockholders or
members upon its liquidation, (3) by bona fide gift to a member of the Initial Shareholder’s immediate family or to a
trust, the beneficiary of which is the Initial Shareholder or a member of the Initial Shareholder’s immediate family
for estate planning purposes, (4) by virtue of the laws of descent and distribution upon death of the Initial Shareholder,
(5) pursuant to a qualified domestic relations order, (6) by certain pledges to secure obligations incurred in connection
with purchases of the Company’s securities, (7) by private sales at prices no greater than the price at which the
Insider Shares were originally purchased or (8) for the cancellation of up to 225,000 shares of Common Stock subject to
forfeiture to the extent that the Underwriters’ over-allotment is not exercised in full or in part or in connection
with the consummation of our initial Business Combination, in each case (except for clause 8 or with our prior consent) on
the condition that such transfers may be implemented only upon the respective transferee’s written agreement to be
bound by the terms and conditions of this Agreement and of the Insider Letter (as defined below) signed by the Initial
Shareholder transferring the Escrow Shares.


 


4.4 Insider
Letters. Each of the Initial Shareholders has executed a letter agreement with Chardan and the Company, dated
as indicated on Exhibit C hereto, and the form of which is filed as an exhibit to the Registration Statement
(“Insider Letter”), respecting the rights and obligations of such Initial Shareholder in certain events,
including but not limited to the liquidation of the Company.


 


5.
Concerning the Escrow Agent.


 


5.1
Good Faith Reliance. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and
in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand,
certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other
paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or
presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification,
termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party
or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent
thereto.


 






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5.2
Indemnification. The Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses,
including counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding
involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the
Escrow Agent hereunder, or the Escrow Shares held by it hereunder, other than expenses or losses arising from the gross negligence
or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or
the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the
event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader
in an appropriate court to determine ownership or disposition of the Escrow Shares or it may deposit the Escrow Shares with the
clerk of any appropriate court or it may retain the Escrow Shares pending receipt of a final, non-appealable order of a court
having jurisdiction over all of the parties hereto directing to whom and under what circumstances the Escrow Shares are to be
disbursed and delivered. The provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged
pursuant to Sections 5.5 or 5.6 below.


 


5.3
Compensation. The Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered
by it hereunder. The Escrow Agent shall also be entitled to reimbursement from the Company for all expenses paid or incurred by
it in the administration of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’
fees and disbursements and all taxes or other governmental charges.


 


5.4
Further Assurances. From time to time on and after the date hereof, the Company and the Initial Shareholders shall deliver
or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further
acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement,
to evidence compliance herewith or to assure itself that it is protected in acting hereunder.


 


5.5
Resignation. The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its
giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation
shall become effective at such time that the Escrow Agent shall turn over, to a successor escrow agent appointed by the Company,
the Escrow Shares held hereunder. If no new escrow agent is so appointed within the 60-day period following the giving of such
notice of resignation, the Escrow Agent may deposit the Escrow Shares with any court it reasonably deems appropriate.


 


5.6
Discharge of Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if
so requested in writing at any time by the other parties hereto, jointly, provided, however, that such resignation shall become
effective only upon acceptance of appointment by a successor escrow agent as provided in Section 5.5.


 


5.7
Liability. Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder
for its own gross negligence or its own willful misconduct.


 


5.8
Waiver. The Escrow Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 






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6.
Miscellaneous.


 


6.1
Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance
with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction.


 


6.2
Third Party Beneficiaries. Each of the Initial Shareholders hereby acknowledges that Chardan is a third-party beneficiary
of this Agreement and this Agreement may not be modified or changed without the prior written consent of Chardan.


 


6.3
Entire Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter
hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the
party to the charged.


 


6.4
Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation thereof.


 


6.5
Binding Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and
their legal representatives, successors and assigns.


 


6.6
Notices. Any notice or other communication required or which may be given hereunder shall be in writing and either
be delivered personally or be mailed, certified or registered mail, or by private national courier service, return receipt requested,
postage prepaid, and shall be deemed given when so delivered personally or, if mailed, two days after the date of mailing, as
follows:


 


If
to the Company, to:


 


Mountain
Crest Acquisition Corp. V

311 West 43rd Street, 12th Floor

New York, NY 10036

Attn: Suying Liu, Chief Executive Officer


 


If
to a Shareholder, to his address set forth in Exhibit A.


 


and
if to the Escrow Agent, to:


 


Continental
Stock Transfer & Trust Company

1 State Street

New York, New York 10004

Attention: Administrative Department


 






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A
copy (which copy shall not constitute notice) sent hereunder shall be sent to:


 


Chardan
Capital Markets LLC

17 State Street, 21st Floor

New York, NY 10004

Attn: Jack Liu

Fax: (646) 465-9039


 


and:


 


Reed
Smith LLP

599 Lexington Avenue

New York, New York 10022

Attn: Ari Edelman

Fax: (212) 521-5450


 


and:


 


Loeb
& Loeb LLP

345 Park Avenue

New York, New York 10154

Attn: Mitchell S. Nussbaum, Esq.

and Giovanni Caruso, Esq.

Fax: (212) 407-4990


 


and:


 


Continental
Stock Transfer & Trust Company

1 State Street

New York, New York 10004

Attention: Administrative Department


 


The
parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice
to any such change in the manner provided herein for giving notice.


 


6.7
Liquidation of the Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution
of the Company in the event that the Company fails to consummate a Business Combination within the time period specified in the
Prospectus.


 


 


[Signature
Page Follows]


 






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WITNESS
the execution of this Agreement as of the date first above written.


 





	 	COMPANY:
	 	 
	 	MOUNTAIN CREST ACQUISITION CORP. V
	 	 
	 	By:	/s/ Suying Liu
	 		Name:	Suying Liu
	 		Title:	Chairman, Chief Executive Officer and Chief Financial Officer
	 	 	 
	 	 	 
	 	INITIAL SHAREHOLDERS:
	 	 
	 	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
	 	 	 
	 	 	 
	 	ESCROW AGENT:
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 
	 	By:	/s/ Douglas Reed
	 	 	Administrative Department



 


 


[Signature
Page to Stock Escrow Agreement]


 






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EXHIBIT
A


 


Initial
Shareholders


 


	Name of Initial Shareholder	 	Number of Shares	 	 	Date of Insider Letter	 
	Mountain Crest Global Holdings LLC	 	 	 1,717,800	 	 	November 12, 2021	 
	Nelson Haight	 	 	2,400	 	 	November 12, 2021	 
	Todd Milbourn	 	 	2,400	 	 	November 12, 2021	 
	Wenhua Zhang	 	 	2,400	 	 	November 12, 2021	 



 






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EXHIBIT
B


 


Escrow
Shares


 


	Name of Initial Shareholder	 	Number of Shares	 	 	Date of Insider Letter	 
	Mountain Crest Global Holdings LLC	 	 	1,717,800	 	 	November 12, 2021	 
	Nelson Haight	 	 	2,400	 	 	November 12, 2021	 
	Todd Milbourn	 	 	2,400	 	 	November 12, 2021	 
	Wenhua Zhang	 	 	2,400	 	 	November 12, 2021	 



 






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EXHIBIT
C


 


Insider
Letter


 


November
12, 2021


 


Mountain
Crest Acquisition Corp. V

311 West 43rd Street, 12th Floor

New York, NY 10036


 


Chardan
Capital Markets, LLC

17 State Street, Suite 1600

New York, NY 10004


 


		Re:	Initial
Public Offering



 


Gentlemen:


 


This
letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between Mountain Crest Acquisition Corp. V, a Delaware corporation (the “Company”),
and Chardan Capital Markets, LLC, as Representative (the “Representative”) of the several underwriters
named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering
(the “IPO”) of the Company’s units (the “Units”), each comprised of
one share of common stock of the Company, $0.0001 par value (the “Common Stock”) and one right to receive
one-tenth (1/10) of one share of Common Stock (the “Rights”). Certain capitalized terms used herein
are defined in paragraph 16 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in
recognition of the benefit that such IPO will confer upon the undersigned as a shareholder of the Company, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the
Company as follows:


 


7.
If the Company solicits approval of its shareholders
of a Business Combination, the undersigned will vote all shares of Common Stock beneficially owned by him, her or it, whether
acquired before, in or after the IPO, in favor of such Business Combination.


 


8.
a) Unless the Company’s shareholders
are previously given the option to redeem their shares in connection with amending applicable documents to extend the time that
the Company has to complete a Business Combination and the Company fails to consummate a Business Combination within 12 months
from the closing of the Company’s IPO (or, in the event that the Company extended the period of time to consummate a business
combination up to 18 months from the closing of the Company’s IPO, as specified in the Company’s amended and restated
certificate of incorporation), the undersigned shall take all reasonable steps to (i) cause the Trust Fund to be liquidated and
distributed to the holders of the IPO Shares and (ii) cause the Company to liquidate as soon as reasonably practicable.


 






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8.1
The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund
and any remaining net assets of the Company as a result of such liquidation with respect to his, her or its Insider Shares including
any shares underlying the Private Units (“Claim”) and hereby waives any Claim the undersigned may have
in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against
the Trust Fund for any reason whatsoever. The undersigned acknowledges and agrees that there will be no distribution from the
Trust Fund with respect to any Rights underlying the Private Units, all of which will terminate on the Company’s liquidation.


 


9.
In the event of the liquidation of the Trust
Fund, Mountain Crest Global Holdings LLC agrees to indemnify and hold harmless the Company against any and all loss, liability,
claims, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred
in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) which
the Company may become subject as a result of any claim by any target business or vendor or other person who is owed money by
the Company for services rendered or products sold or contracted for, but only to the extent necessary to ensure that such loss,
liability, claim, damage or expense does not reduce the amount of funds in the Trust Fund; provided that such
indemnity shall not apply if such target business, vendor or other person has executed an agreement waiving any claims against
the Trust Fund.


 


10.
In the event that the Company does not consummate
a Business Combination and must liquidate and its remaining net assets are insufficient to complete such liquidation, Mountain
Crest Global Holdings LLC agrees to advance such funds necessary to complete such liquidation and agrees not to seek recourse
for such expenses.


 


11.
The undersigned will escrow all of his, her or
its Insider Shares pursuant to the terms of a Stock Escrow Agreement, which the Company will enter into with the undersigned and
an escrow agent acceptable to the Company. After the underwriter exercises its over-allotment option in full, the remaining portion
of the underwriter’s over-allotment option is canceled, or the underwriter’s over-allotment option terminates, the
undersigned agrees to cancel a portion of the undersigned’s Insider Shares such that the total number of Insider Shares
equals (i) .25 multiplied by (ii) the number of Units sold in the IPO.


 


12.
The undersigned agrees that until the Company
consummates a Business Combination, the undersigned’s Private Units will be subject to the transfer restrictions described
in the Subscription Agreement relating to the undersigned’s Private Units.


 


13.
In order to minimize potential conflicts of interest
which may arise from multiple affiliations, the undersigned agrees to present to the Company for its consideration, prior to presentation
to any other person or entity, any suitable opportunity to acquire a target business, until the earlier of the consummation by
the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing fiduciary and contractual
obligations the undersigned might have.


 


14.
The undersigned acknowledges and agrees that
prior to entering into a Business Combination with a target business that is affiliated with any Insiders of the Company or their
affiliates, including any company that is a portfolio company of, or otherwise affiliated with, or has received financial investment
from, an entity with which any Insider or their affiliates is affiliated, such transaction must be approved by a majority of the
Company’s disinterested independent directors and the Company must obtain an opinion from an independent investment banking
firm that such Business Combination is fair to the Company’s unaffiliated shareholders from a financial point of view.


 






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15. Neither the undersigned, any member of the family
of the undersigned, nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation or other
cash payment prior to, or for services rendered in connection with, the consummation of the Business Combination; provided that
the Company shall be allowed to repay working capital loans made by the undersigned to the Company in cash upon consummation of
the Business Combination. Notwithstanding the foregoing, the undersigned and any affiliate of the undersigned shall be entitled
to reimbursement from the Company for their out-of-pocket expenses incurred in connection with identifying, investigating and
consummating a Business Combination.


 


16.
Neither the undersigned, any member of the family
of the undersigned, nor any affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other
compensation in the event the undersigned, any member of the family of the undersigned or any affiliate of the undersigned originates
a Business Combination.


 


17.
Each of the undersigned officers and directors
agrees to be a director or officer, as applicable, of the Company until the earlier of the consummation by the Company of a Business
Combination or the liquidation of the Company. The undersigned’s biographical information previously furnished to the Company
and the Representative is true and accurate in all material respects, does not omit any material information with respect to the
undersigned’s biography and contains all of the information required to be disclosed pursuant to Item 401 of Regulation
S-K, promulgated under the Securities Act of 1933. The FINRA Questionnaire of each of the undersigned officers and directors
previously furnished to the Company and the Representative is true and accurate in all material respects. Each of the undersigned
represents and warrants that:


 


17.1 He, she or it has never had a petition under the federal bankruptcy laws or any state insolvency law been filed by or against
(i) him, her or it, or any partnership in which he or she was a general partner at or within two years before the time of filing;
or (ii) any corporation or business association of which he or she was an executive officer at or within two years before the
time of such filing;


 


17.2 He, she or it has never had a receiver, fiscal agent or similar officer been appointed by a court for his business or property,
or any such partnership;


 


17.3
He, she or it has never been convicted of fraud in a civil or criminal proceeding;


 


17.4 He, she or it has never been convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding
traffic violations and minor offenses);


 






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17.5
He, she or it has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of
any court of competent jurisdiction, permanently or temporarily enjoining or otherwise limiting him, her or it from (i) acting
as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, any other person regulated by the Commodity Futures Trading Commission (“CFTC”) or an associated
person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated
person, director or employee of any investment company, bank, savings and loan association or insurance company, or from engaging
in or continuing any conduct or practice in connection with any such activity; or (ii) engaging in any type of business practice;
or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any
violation of federal or state securities or federal commodities laws;


 


17.6
He, she, or it has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of
any federal or state authority barring, suspending or otherwise limiting for more than 60 days his, her or its right to engage
in any activity described in 11(e)(i) above, or to be associated with persons engaged in any such activity;


 


17.7 He, she, or it has never been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any
federal or state securities law, where the judgment in such civil action or finding by the SEC has not been subsequently reversed,
suspended or vacated;


 


17.8 He, she, or it has never been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any
federal commodities law, where the judgment in such civil action or finding by the CFTC has not been subsequently reversed, suspended
or vacated;


 


17.9
He, she, or it has never been the subject of, or a party to, any Federal, State or foreign judicial or administrative order, judgment,
decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal, State
or foreign securities or commodities law or regulation, (ii) any law or regulation respecting financial institutions or insurance
companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money
penalty or temporary or permanent cease-and desist order, or removal or prohibition order or (iii) any law or regulation prohibiting
mail or wire fraud or fraud in connection with any business entity;


 


17.10
He, she or it has never been the subject of, or party to, any sanction or order, not subsequently reversed, suspended or
vacated, or any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or
organization that has disciplinary authority over its members or persons associated with a member;


 


17.11
He, she or it has never been convicted of any felony or misdemeanor: (i) in connection with the purchase or sale of any
security; (ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of
an underwriter, broker, dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers of
securities;


 


17.12
He, she or it was never subject to a final order of a state or foreign securities commission (or an agency of officer of a
state performing like functions); a state or foreign authority that supervises or examines banks, savings associations, or
credit unions; a state or foreign insurance commission (or an agency or officer of a state performing like functions); an
appropriate federal or foreign banking agency; the CFTC; or the National Credit Union Administration that is based on a
violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct;


 






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17.13
He, she or it has never been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the
time of the sale of the Units, restrained or enjoined him, her or it from engaging or continuing to engage in any conduct or
practice: (i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with the
SEC or any foreign regulatory agency with similar functions; or (iii) arising out of the conduct of the business of an
underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of
securities;


 


17.14
He, she or it has never been subject to any order of the SEC or any foreign regulatory agency with similar functions that
orders him, her or it to cease and desist from committing or causing a future violation of: (i) any scienter-based anti-fraud
provision of the federal securities laws, including, but not limited to, Section 17(a)(1) of the Securities Act, Section
10(b) of the Exchange Act and Rule 10b-5 thereunder, Section 15(c) and Section 206(1) of the Advisers Act or any other rule
or regulation thereunder; or (ii) Section 5 of the Securities Act;


 


17.15
He, she or it has never filed (as a registrant or issuer), or been named as an underwriter in any registration statement or
Regulation A offering statement filed with the SEC that was the subject of a refusal order, stop order, or order suspending
the Regulation A exemption, or is, currently, the subject of an investigation or proceeding to determine whether a stop order
or suspension order should be issued;


 


17.16
He, she or it has never been subject to a United States Postal Service false representation order, or is currently subject
to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal
Service to constitute a scheme or device for obtaining money or property through the mail by means of false
representations;


 


17.17
He, she or it is not subject to a final order of a state securities commission (or an agency of officer of a state
performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a
state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking
agency; the CFTC; or the National Credit Union Administration that bars the undersigned from: (i) association with an entity
regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or
banking; or (iii) engaging in savings association or credit union activities;


 


17.18
He, she or it is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Securities Exchange
Act of 1934 (the “Exchange Act”) or section 203(e) or 203(f) of the Investment Advisers Act of 1940 (the
“Advisers Act”) that: (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal
securities dealer or investment adviser; (ii) places limitations on the activities, functions or operations of, or imposes
civil money penalties on, such person; or (iii) bars the undersigned from being associated with any entity or from
participating in the offering of any penny stock; and


 






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17.19
He, she or it has never been suspended or expelled from membership in, or suspended or barred from association with a member
of, a securities self-regulatory organization (e.g., a registered national securities exchange or a registered national or
affiliated securities association) for any act or omission to act constituting conduct inconsistent with just and equitable
principles of trade.


 


18. The
undersigned has full right and power, without violating any agreement by which he, she or it is bound, to enter into this letter
agreement and to serve as a Director and/or officer of the Company, as applicable.


 


19.
The undersigned hereby waives his, her or its
right to exercise redemption rights with respect to any shares of Common Stock owned or to be owned by the undersigned, directly
or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket, and agrees that he, she
or it will not seek redemption with respect to or otherwise sell, such shares in connection with any vote to approve a Business
Combination with respect thereto, a vote to amend the provisions of the Company’s Amended and Restated Certificate of Incorporation,
or a tender offer by the Company prior to a Business Combination.


 


20. The undersigned hereby agrees to not propose,
or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to the
Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company offers
holders of IPO Shares the right to receive their pro rata portion of the funds then held in the Trust Fund.


 


21.
In connection with Section 5-1401 of the General
Obligations Law of the State of New York, this letter agreement shall be governed by, and construed in accordance with, the laws
of the State of New York without regard to principles of conflicts of law that would result in the application of the substantive
law of another jurisdiction. The parties hereto agree that any action, proceeding or claim arising out of or relating in any way
to this letter agreement shall be resolved through final and binding arbitration in accordance with the International Arbitration
Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International
Center for Dispute Resolution’s offices in New York City, New York, will be conducted in English and will be decided by
a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall
be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators
and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing
party or as otherwise directed by the arbitrators.


 


22. As used herein, (i) a “Business Combination”
shall mean a merger, share exchange, asset acquisition, contractual arrangement, share purchase, recapitalization, reorganization
or other similar business combination with one or more businesses or entities; (ii) “Insiders” shall
mean all officers, directors and shareholders of the Company immediately prior to the IPO; (iii) “Insider Shares”
shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO and any shares of Common Stock
underlying the Private Units; (iv) “IPO Shares” shall mean the shares of Common Stock issued in the
Company’s IPO; (v) “Private Units” shall mean (x) the Units purchased in the private placement
taking place simultaneously with the consummation of the Company’s IPO and (y) the additional Units that may be purchased
in connection with the exercise of the over-allotment option by the underwriters in the IPO as described in the Registration Statement;
(vi) “Registration Statement” means the registration statement on Form S-1 filed by the Company with
respect to the IPO; and (vii) “Trust Fund” shall mean the trust fund into which a portion of the net
proceeds of the Company’s IPO will be deposited.


 






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23. Any notice, consent or request to be given in
connection with any of the terms or provisions of this letter agreement shall be in writing and shall be sent by express mail
or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.


 


If
to the Representative:


 


Chardan
Capital Markets, LLC

17 State Street, Suite 1600

New York, NY 10004

Attn: Shai Gerson

Facsimile: (646) 465-9039


 


with
a copy (which copy shall not constitute notice) to:


 


Reed
Smith LLP

599 Lexington Avenue

New York, New York 10022

Attn: Ari Edelman

Fax No.: (212) 521-5450


 


If
to the Company:


 


Mountain
Crest Acquisition Corp. V

311 West 43rd Street, 12 Floor

New York, NY 10036

Attn: Suying Liu, Chief Executive Officer


 


with
a copy (which copy shall not constitute notice) to:


 


Loeb
& Loeb LLP

345 Park Avenue

New York, NY 10154

Attn: Giovanni Caruso, Esq.

Facsimile: (212) 407-4990


 


24. No party hereto may assign either this letter
agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other party. Any
purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign
any interest or title to the purported assignee. This letter agreement shall be binding on the parties hereto and any successors
and assigns thereof.


 






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25. The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO.


 


 


[Signature
Page Follows]



 






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	 	Mountain
Crest Global Holdings LLC
	 	 
	 	By:	
	 		Name:	Suying Liu
	 		Title:	 Chairman, Chief Executive Officer and Chief Financial Officer
	 	 	 
	 	 	 
	 	DIRECTORS
AND OFFICERS
	 	 
	 	By:	
	 	 	Suying Liu
	 	 	 
	 	By:	
	 	 	Nelson Haight
	 	 	 
	 	By:	
	 	 	Todd Milbourn
	 	 	 
	 	By:	
	 	 	Wenhua Zhang



 


 


[SIGNATURE
PAGE TO LETTER AGREEMENT]


 






    C-9