Exhibit 10.5


 


FORM
OF INDEMNITY AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”) is made as of November [●], 2021, by and between Mountain Crest
Acquisition Corp. V, a Delaware corporation (the “Company”), and the undersigned directors and officers of
the Company (“Indemnitee”).


 


RECITALS


 


WHEREAS,
highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities
unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and
actions against them arising out of their service to and activities on behalf of such corporations.


 


WHEREAS,
the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified
individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving
the Company and its Subsidiaries (as defined below) from certain liabilities. Although the furnishing of such insurance has been a customary
and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current
market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At
the same time, directors, officers and other persons in service to corporations or business enterprises are being increasingly subjected
to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against
the Company or business enterprise itself. The Amended and Restated Certificate of Incorporation (the “Charter”)
and the Bylaws (the “Bylaws”) of the Company require indemnification of the officers and directors of the Company.
Indemnitee may also be entitled to indemnification pursuant to applicable provisions of the Delaware General Corporation Law (“DGCL”).
The Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate
that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect
to indemnification, hold harmless, exoneration, advancement and reimbursement rights.


 


WHEREAS,
the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons.


 


WHEREAS,
the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests
of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of
such protection in the future.


 


WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to
advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to
serve the Company free from undue concern that they will not be so protected against liabilities.


 






     


     


    

 


WHEREAS,
this Agreement is a supplement to and in furtherance of the Charter and Bylaws of the Company and any resolutions adopted pursuant thereto,
and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 


WHEREAS,
Indemnitee may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve
in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company
on the condition that he or she be so indemnified.


 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and
agree as follows:


 


TERMS
AND CONDITIONS


 


		1.	SERVICES
                                            TO THE COMPANY. Indemnitee will serve or continue to serve as an officer, director, advisor,
                                            key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee
                                            is duly elected, appointed or retained or until Indemnitee tenders his or her resignation,
                                            or is removed or dies. The foregoing notwithstanding, this Agreement shall continue in full
                                            force and effect after Indemnitee has ceased to serve as an officer, director, advisor, key
                                            employee or in any other capacity of the Company, as provided in Section 17. This Agreement,
                                            however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s
                                            service to the Company beyond any period otherwise required by law or by other agreements
                                            or commitments of the parties, if any



 


		2.	DEFINITIONS.
                                            As used in this Agreement:



 


(a)
References to “agent” shall mean any person who is or was a director, officer or employee of the Company or
a Subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving in such
capacity as a director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability company,
joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a
Subsidiary of the Company.


 


(b)
The terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set
forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.


 


(c)
A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement
of any of the following events:


 


(i)
Acquisition of Stock by Third Party. Other than Chardan Capital Markets, LLC (the “Underwriter”) or
an affiliate thereof, any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the
Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled
to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities
by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally
in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such
acquisition would not constitute a Change in Control under part (iii) of this definition;


 






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(ii)
Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election
by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors
then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively,
the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;


 


(iii)
Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, stock purchase, recapitalization or
other similar business combination involving the Company and one or more businesses or entities (a “Business Combination”),
in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the
Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company
entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation
which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through
one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of
the securities entitled to vote generally in the election of directors; (2) other than the Underwriter or an affiliate thereof, no Person
(excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more
of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving
corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board
of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the
initial agreement, or of the action of the Board of Directors, providing for such Business Combination;


 


(iv)
Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement or series
of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring
the Company’s current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with
such a liquidation, sale, or disposition in one transaction or a series of related transactions); or


 


(v)
Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined
below), whether or not the Company is then subject to such reporting requirement.


 






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(d)
“Corporate Status” describes the status of a person who is or was a director, officer, trustee, general partner,
manager, managing member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such person
is or was serving at the request of the Company.


 


(e)
“Delaware Court” shall mean the Court of Chancery of the State of Delaware.


 


(f)
“Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding
(as defined below) in respect of which indemnification is sought by Indemnitee.


 


(g)
“Enterprise” shall mean the Company and any other corporation, constituent corporation (including any constituent
of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned Subsidiaries) is a party, limited
liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving
at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.


 


(h)
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(i)
“Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever,
including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts,
witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations
or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness
in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below), including reasonable compensation for time
spent by the Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses also shall include
Expenses incurred in connection with any appeal resulting from any Proceeding (as defined below), including without limitation the principal,
premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses,
however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


(j)
References to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit
plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee, agent
or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with
respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be
deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.


 






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(k)
“Independent Counsel” shall mean a law firm or a member of a law firm with significant experience in matters
of corporate law and that neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee
in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of
other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding (as defined below) giving rise
to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include
any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 


(l)
The term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in
effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries (as defined
below) of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of any
corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership
of stock of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or
of a Subsidiary (as defined below) of the Company or of a corporation owned directly or indirectly by the stockholders of the Company
in substantially the same proportions as their ownership of stock of the Company.


 


(m)
The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation,
alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims),
criminal, administrative or investigative or related nature, in which Indemnitee was, is, will or might be involved as a party or a participant
(as a witness or otherwise), by reason of his or her Corporate Status or by reason of any action (or failure to act) taken by him or
of any action (or failure to act) on his part while acting as a director or officer of the Company, in each case whether or not serving
in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses
can be provided under this Agreement.


 


(n)
The term “Subsidiary,” with respect to any Person, shall mean any corporation, limited liability company, partnership,
joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned,
directly or indirectly, by that Person.


 






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		3.	INDEMNITY
                                            IN THIRD-PARTY PROCEEDINGS. Notwithstanding any other provisions of this Agreement except
                                            for Section 27, to the fullest extent permitted by applicable law, the Company shall indemnify,
                                            hold harmless and exonerate Indemnitee in accordance with the provisions of this Section
                                            3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness,
                                            deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the
                                            Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall
                                            be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities,
                                            fines, penalties and amounts paid in settlement (including all interest, assessments and
                                            other charges paid or payable in connection with or in respect of such Expenses, judgments,
                                            fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee
                                            or on his or her behalf in connection with such Proceeding or any claim, issue or matter
                                            therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed
                                            to be in or not opposed to the best interests of the Company and, in the case of a criminal
                                            Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.



 


		4.	INDEMNITY
                                            IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. Notwithstanding any other provisions
                                            of this Agreement except for Section 27, to the fullest extent permitted by applicable law,
                                            the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the
                                            provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party
                                            to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the
                                            right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee
                                            shall be indemnified against all Expenses actually and reasonably incurred by him or her
                                            or on his or her behalf in connection with such Proceeding or any claim, issue or matter
                                            therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed
                                            to be in or not opposed to the best interests of the Company. No indemnification, hold harmless
                                            or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue
                                            or matter as to which Indemnitee shall have been finally adjudged by a court to be liable
                                            to the Company, unless and only to the extent that any court in which the Proceeding was
                                            brought or the Delaware Court shall determine upon application that, despite the adjudication
                                            of liability but in view of all of the circumstances of the case, Indemnitee is fairly and
                                            reasonably entitled to indemnification, to be held harmless or to exoneration.



 


		5.	INDEMNIFICATION
                                            FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other
                                            provisions of this Agreement except for Section 27, to the extent that Indemnitee was or
                                            is a party to or a participant (as a witness, deponent or otherwise) in and is successful,
                                            on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter
                                            therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable
                                            law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and
                                            reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful
                                            in such Proceeding but is successful, on the merits or otherwise, as to one or more but less
                                            than all claims, issues or matters in such Proceeding, the Company shall, to the fullest
                                            extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against
                                            all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection
                                            with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful
                                            in such Proceeding, the Company also shall, to the fullest extent permitted by applicable
                                            law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and
                                            reasonably incurred in connection with a claim, issue or matter related to any claim, issue,
                                            or matter on which the Indemnitee was successful. For purposes of this Section and without
                                            limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal,
                                            with or without prejudice, shall be deemed to be a successful result as to such claim, issue
                                            or matter.



 






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		6.	INDEMNIFICATION
                                            FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement except
                                            for Section 27, to the extent that Indemnitee is a participant (as a witness or otherwise)
                                            in any Proceeding to which Indemnitee is not a party, he or she shall, to the fullest extent
                                            permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses
                                            actually and reasonably incurred by him or her or on his or her behalf in connection therewith.



 


		7.	ADDITIONAL
                                            INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation
                                            in Sections 3, 4, 5 or 27, the Company shall, to the fullest extent permitted by applicable
                                            law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened
                                            to be made a party to any Proceeding (including a Proceeding by or in the right of the Company
                                            to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and
                                            amounts paid in settlement (including all interest, assessments and other charges paid or
                                            payable in connection with or in respect of such Expenses, judgments, fines, penalties and
                                            amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection
                                            with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available
                                            under this Section 7 on account of Indemnitee’s conduct which constitutes a breach
                                            of Indemnitee’s duty of loyalty to the Company or its stockholders, including an act
                                            or omission of Indemnitee not in good faith, or which involves intentional misconduct or
                                            a knowing violation of the law.



 


		8.	CONTRIBUTION
                                            IN THE EVENT OF JOINT LIABILITY.



 


(a)
To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for
in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying,
holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments,
liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without
requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have
at any time against Indemnitee.


 


(b)
The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be
if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.


 


(c)
The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought
by officers, directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.


 






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		9.	EXCLUSIONS.
                                            Notwithstanding any provision in this Agreement except for Section 27, the Company shall
                                            not be obligated under this Agreement to make any indemnification, hold harmless or exoneration
                                            payment in connection with any claim made against Indemnitee:



 


(a)
for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity provision, except
with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity provision
or otherwise;


 


(b)
for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within
the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; or


 


(c)
except as otherwise provided in Sections 14(e)-(f) hereof, prior to a Change in Control, in connection with any Proceeding (or any part
of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against
the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of
any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its
sole discretion, pursuant to the powers vested in the Company under applicable law.


 


		10.	ADVANCES
                                            OF EXPENSES; DEFENSE OF CLAIM.



 


(a)
Notwithstanding any provision of this Agreement to the contrary except for Section 27, and to the fullest extent not prohibited by applicable
law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within
three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting
such advances from time to time, prior to the final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances
shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement
to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable
Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements
to the Company to support the advances claimed. To the fullest extent required by applicable law, such payments of Expenses in advance
of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of
the Indemnitee, to repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified
by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise. This Section
10(a) shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded
pursuant to Section 9.


 






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(b)
The Company will be entitled to participate in the Proceeding at its own expense.


 


(c)
The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty
or limitation that is not entitled to be indemnified under this Agreement on the Indemnitee without the Indemnitee’s prior written
consent.


 


		11.	PROCEDURE
                                            FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.



 


(a)
Indemnitee agrees to promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment,
information or other document relating to any Proceeding or matter which may be subject to indemnification, hold harmless or exoneration
rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company
of any obligation which it may have to the Indemnitee under this Agreement, or otherwise.


 


(b)
Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this
Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole
discretion. Following such a written application for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification
shall be determined according to Section 12(a) of this Agreement.


 


		12.	PROCEDURE
                                            UPON APPLICATION FOR INDEMNIFICATION.



 


(a)
(a) A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made
in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested
Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors,
or (iii) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company will
promptly advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including
a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to
indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate
with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including
providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged
or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.
Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the
person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.


 






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(b)
In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof,
the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee
(unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising
it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board,
the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected and certifying
that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this
Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection
shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided,
however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity
the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If
such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless
and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within
twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent
Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution
of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or
for the appointment as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom all objections
are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of
any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved
of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).


 


(c)
The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent
Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement
pursuant hereto.


 


		13.	PRESUMPTIONS
                                            AND EFFECT OF CERTAIN PROCEEDINGS.



 


(a)
In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 11(b) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection
with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company
(including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to
this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor
an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of
conduct.


 






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(b)
If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled
to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor,
the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such
indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that
any or all such indemnification is expressly prohibited under applicable law; provided, however, that such 30-day period may be extended
for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with
respect to entitlement to indemnification in good faith require(s) such additional time for the obtaining or evaluating of documentation
and/or information relating thereto.


 


(c)
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea
of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself, favor or undermine
the determination of, the right of Indemnitee to indemnification or create a presumption that Indemnitee did or did not act in good faith
and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to
any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.


 


(d)
For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action
is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee
by the directors, officers or managers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise,
its Board, any committee of the Board or any director, officer, trustee, general partner, manager or managing member, or on information
or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, officer, trustee, general
partner, manager or managing member, by an independent certified public accountant or by an appraiser or other expert selected by the
Enterprise, its Board, any committee of the Board or any director, officer, trustee, general partner, manager or managing member. The
provisions of this Section 13(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee
may be deemed or found to have or have not met the applicable standard of conduct set forth in this Agreement.


 


(e)
The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, managing member, fiduciary, agent
or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this
Agreement.


 






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		14.	REMEDIES
                                            OF INDEMNITEE.



 


(a)
In the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to
Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(a)
of this Agreement within the timeline set forth in this Agreement, (iv) payment of indemnification is not made pursuant to Section 5,
6, 7 or the last sentence of Section 12(a) of this Agreement within the timeline set forth in this Agreement, (v) a contribution payment
is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of
this Agreement is not made within the timeline set forth in this Agreement, or (vii) payment to Indemnitee pursuant to any hold harmless
or exoneration rights under this Agreement or otherwise is not made within the timeline set forth in this Agreement, Indemnitee shall
be entitled to an adjudication by the Delaware Court to such indemnification, hold harmless, exoneration, contribution or advancement
rights. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant
to the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth herein, the provisions of Delaware law
(without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right
to seek any such adjudication or award in arbitration.


 


(b)
In the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to
indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a
de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial
proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held
harmless, exonerated to receive advances of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee
is not entitled to be indemnified, held harmless, exonerated and to receive advances of Expenses, as the case may be, and the Company
may not refer to or introduce into evidence any determination pursuant to Section 12(a) of this Agreement adverse to Indemnitee for any
purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required to
reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s
entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).


 






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(c)
If a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the
Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable
law.


 


(d)
The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the
procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before
any such arbitrator that the Company is bound by all the provisions of this Agreement.


 


(e)
The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if requested
by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest
extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration
brought by Indemnitee (i) to enforce his or her rights under, or to recover damages for breach of, this Agreement or any other indemnification,
hold harmless, exoneration, advancement or contribution agreement or provision of the Charter or the Bylaws now or hereafter in effect;
or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the
outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement,
contribution or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee
in good faith).


 


(f)
Interest shall be paid by the Company to Indemnitee at the legal rate under Delaware law for amounts which the Company indemnifies, holds
harmless or exonerates, contributes, reimburses, advances, or is obliged to indemnify, hold harmless, exonerate, contribute, reimburse
or advance for the period commencing with the date on which the Indemnitee requests such indemnification, to be held harmless, exonerated,
contribution, reimbursement or advancement of any Expenses and ending with the date on which such payment is made to Indemnitee by the
Company.


 


		15.	SECURITY.
                                            Notwithstanding anything herein to the contrary, to the extent requested by the Indemnitee
                                            and approved by the Board, the Company may at any time and from time to time provide security
                                            to the Indemnitee for the Company’s obligations hereunder through an irrevocable bank
                                            line of credit, funded trust or other collateral. Any such security, once provided to the
                                            Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.



 






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		16.	NON-EXCLUSIVITY;
                                            SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION; PRIORITY OF OBLIGATIONS.



 


(a)
The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any
time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or
otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee
under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or
claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in his Corporate Status
prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision,
permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under
the Charter, the Bylaws or this Agreement, then this Agreement (without any further action by the parties hereto) shall automatically
be deemed to be amended to require that the Company indemnifies the Indemnitee to the fullest extent permitted by law. No right or remedy
herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise,. The assertion
or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right
or remedy.


 


(b)
The DGCL and the Bylaws permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements
including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”)
on behalf of Indemnitee against any liability asserted against him or her or incurred by or on behalf of him or her or in such capacity
as a director, officer, employee or agent of the Company, or arising out of his or her status as such, whether or not the Company would
have the power to indemnify him or her against such liability under the provisions of this Agreement or under the DGCL, as it may then
be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect
the rights and obligations of the Company or of the Indemnitee under this Agreement except as expressly provided herein, and the execution
and delivery of this Agreement by the Company and the Indemnitee shall not in any way limit or affect the rights and obligations of the
Company or the other party or parties thereto under any such Indemnification Arrangement.


 


(c)
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees,
partners, managers, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person serves
at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum
extent of the coverage available for any such director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent
under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is
a party or a participant (as a witness, deponent or otherwise), the Company has director and officer liability insurance in effect, the
Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies.
The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts
payable as a result of such Proceeding in accordance with the terms of such policies.


 






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(d)
In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution
of such documents as are necessary to enable the Company to bring suit to enforce such rights. No such payment by the Company shall be
deemed to relieve any insurer of its obligations.


 


(e)
The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving
at the request of the Company as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other Enterprise
shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement
of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary except for Section 27, (i) the
Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration,
advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s
satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under
this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless,
exoneration, contribution or insurance coverage rights against any person or entity other than the Company.


 


(f)
Notwithstanding anything contained herein, the Company is the primary indemnitor, and any indemnification or advancement obligation of
the Underwriter, its affiliates or any other Person is secondary.


 


		17.	DURATION
                                            OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue
                                            during the period Indemnitee serves as a director or officer of the Company or as a director,
                                            officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any
                                            other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise
                                            which Indemnitee serves at the request of the Company and shall continue thereafter so long
                                            as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal
                                            thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement)
                                            by reason of his Corporate Status, whether or not he is acting in any such capacity at the
                                            time any liability or expense is incurred for which indemnification or advancement can be
                                            provided under this Agreement.



 


		18.	SEVERABILITY.
                                            If any provision or provisions of this Agreement shall be held to be invalid, illegal or
                                            unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of
                                            the remaining provisions of this Agreement (including, without limitation, each portion of
                                            any Section, paragraph or sentence of this Agreement containing any such provision held to
                                            be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
                                            shall not in any way be affected or impaired thereby and shall remain enforceable to the
                                            fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed
                                            to the extent necessary to conform to applicable law and to give the maximum effect to the
                                            intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this
                                            Agreement (including, without limitation, each portion of any Section, paragraph or sentence
                                            of this Agreement containing any such provision held to be invalid, illegal or unenforceable,
                                            that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect
                                            to the intent manifested thereby.



 






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		19.	ENFORCEMENT
                                            AND BINDING EFFECT.



 


(a)
The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in
order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee
is relying upon this Agreement in serving as a director, officer or key employee of the Company.


 


(b)
Without limiting any of the rights of Indemnitee under the Charter or Bylaws as they may be amended from time to time, this Agreement
constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements
and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.


 


(c)
The indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement
shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall
continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, officer, trustee,
general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise at the Company’s request, and shall
inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.


 


(d)
The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all,
substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory
to the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company
would be required to perform if no such succession had taken place.


 


(e)
The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable
and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree
that Indemnitee may enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without
any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee
shall not be precluded from seeking or obtaining any other relief to which he or she may be entitled. The Company and Indemnitee further
agree that Indemnitee shall be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary
injunctions and permanent injunctions, without the necessity of posting bonds or other undertakings in connection therewith. The Company
acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by the Delaware Court, and the Company
hereby waives any such requirement of such a bond or undertaking.


 






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		20.	MODIFICATION
                                            AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding
                                            unless executed in writing by the parties hereto. No waiver of any of the provisions of this
                                            Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement
                                            nor shall any waiver constitute a continuing waiver.



 


		21.	NOTICES.
                                            All notices, requests, demands and other communications under this Agreement shall be in
                                            writing and shall be deemed to have been duly given (i) if delivered by hand and receipted
                                            for by the party to whom said notice or other communication shall have been directed, or
                                            (ii) if mailed by certified or registered mail with postage prepaid, on the third (3rd) business
                                            day after the date on which it is so mailed:



 


(a)
If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide
in writing to the Company.


 


(b)
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 and Chief Financial Officer


 


or
to any other address as may have been furnished to Indemnitee in writing by the Company.


 


		22.	APPLICABLE
                                            LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties
                                            shall be governed by, and construed and enforced in accordance with, the laws of the State
                                            of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration
                                            commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee
                                            hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out
                                            of or in connection with this Agreement shall be brought only in the Delaware Court and not
                                            in any other state or federal court in the United States of America or any court in any other
                                            country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes
                                            of any action or proceeding arising out of or in connection with this Agreement; (c) waive
                                            any objection to the laying of venue of any such action or proceeding in the Delaware Court;
                                            and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding
                                            brought in the Delaware Court has been brought in an improper or inconvenient forum, or is
                                            subject (in whole or in part) to a jury trial.



 


		23.	IDENTICAL
                                            COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which
                                            shall for all purposes be deemed to be an original but all of which together shall constitute
                                            one and the same Agreement. Only one such counterpart signed by the party against whom enforceability
                                            is sought needs to be produced to evidence the existence of this Agreement.



 






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		24.	MISCELLANEOUS.
                                            Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where
                                            appropriate. The headings of the paragraphs of this Agreement are inserted for convenience
                                            only and shall not be deemed to constitute part of this Agreement or to affect the construction
                                            thereof.



 


		25.	PERIOD
                                            OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted
                                            by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors
                                            or personal or legal representatives after the expiration of two years from the date of accrual
                                            of such cause of action, and any claim or cause of action of the Company shall be extinguished
                                            and deemed released unless asserted by the timely filing of a legal action within such two-year
                                            period; provided, however, that if any shorter period of limitations is otherwise applicable
                                            to any such cause of action such shorter period shall govern.



 


		26.	ADDITIONAL
                                            ACTS. If, for the validation of any of the provisions in this Agreement any act, resolution,
                                            approval or other procedure is required, the Company undertakes to cause such act, resolution,
                                            approval or other procedure to be affected or adopted in a manner that will enable the Company
                                            to fulfill its obligations under this Agreement.



 


		27.	WAIVER
                                            OF CLAIMS TO TRUST ACCOUNT. Notwithstanding anything to the contrary contained herein,
                                            Indemnitee hereby agrees that he or she does not have any right, title, interest or claim
                                            of any kind (each, a “Claim”) in or to any monies in the trust
                                            account established in connection with the Company’s initial public offering for the
                                            benefit of the Company and holders of shares issued in such offering, and hereby waives any
                                            Claim he or she may have in the future as a result of, or arising out of, any services provided
                                            to the Company and will not seek recourse against such trust account for any reason whatsoever.
                                            For purposes of clarity, Indemnitee acknowledges and agrees that no monies held in the Trust
                                            Account may be used to indemnify Indemnitee for any purpose whatsoever.



 


		28.	MAINTENANCE
                                            OF INSURANCE. The Company shall use commercially reasonable efforts to obtain and
                                            maintain in effect during the entire period for which the Company is obligated to indemnify
                                            the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance
                                            companies to provide the officers/directors of the Company with coverage for losses from
                                            wrongful acts and omissions and to ensure the Company’s performance of its indemnification
                                            obligations under this Agreement. The Indemnitee shall be covered by such policy or policies
                                            in accordance with its or their terms to the maximum extent of the coverage available for
                                            any such director or officer under such policy or policies. In all such insurance policies,
                                            the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee
                                            with the same rights and benefits as are accorded to the most favorably insured of the Company’s
                                            directors and officers.



 


 


(Signatures
follow.)


 






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IN
WITNESS WHEREOF, the parties hereto have caused this Indemnity Agreement to be signed as of the day and year first above written.


 





	 
	MOUNTAIN CREST ACQUISITION CORP. V



	 	 
	 	By:	/s/ Suying Liu
	 	 	Name:	Suying Liu
	 	 	Title:	Chairman, Chief Executive Officer and Chief Financial Officer
	 	 	
	 	 	 
	 	INDEMNITEE
	 	 	 
	 	By:	/s/ Suying Liu
	 	 	Suying Liu
	 	 	 
	 	By:	/s/ Nelson Haight
	 	 	Nelson Haight
	 	 	 
	 	By:	/s/ Todd Milbourn
	 	 	Todd Milbourn
	 	 	 
	 	By:	/s/ Wenhua Zhang
	 	 	Wenhua Zhang


 


 


[Signature
page to Indemnity Agreement]


 






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