Exhibit 10.4


 


LOCK-UP AGREEMENT


 


THIS LOCK-UP AGREEMENT (this “Agreement”) is dated
as of April 6, 2021 by and between the undersigned stockholder (the “Holder”) and Mountain Crest Acquisition Corp.
II, a Delaware corporation (“Parent”).


 


A. Parent, MCAD Merger Sub
Inc., a Delaware corporation and wholly-owned subsidiary of the Parent and Better Therapeutics, Inc., a Delaware corporation (the “Company”),
entered into a Merger Agreement dated as of April 6, 2021 (the “Merger Agreement”).


 


B. Pursuant
to the Merger Agreement, Parent will become the 100% stockholder of the Company.


 


C. The
Holder is the record and/or beneficial owner of certain shares of Company Capital Stock, which will be exchanged for shares of Parent
Common Stock pursuant to the Merger Agreement.


 


D. As
a condition of, and as a material inducement for Parent to enter into and consummate the transactions contemplated by the Merger Agreement,
the Holder has agreed to execute and deliver this Agreement.


 


NOW, THEREFORE, for and in consideration
of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties, intending to be legally bound, agree as follows:


 


AGREEMENT


 


1. Lock-Up.


 


(a) During
the Lock-up Period, the Holder agrees that it, he or she will not offer, sell, contract to sell, pledge or otherwise dispose of, directly
or indirectly, any of the Lock-up Shares (as defined below), enter into a transaction that would have the same effect, or enter into any
swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up Shares
or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap,
hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to the Lock-up Shares.


 


(b) In
furtherance of the foregoing, during the Lock-up Period, the Parent will (i) place a stop order on all the Lock-up Shares, including those
which may be covered by a registration statement, and (ii) notify the Parent’s transfer agent in writing of the stop order and the
restrictions on the Lock-up Shares under this Agreement and direct the Parent’s transfer agent not to process any attempts by the
Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement.


 






    


     


    

 


(c) For
purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated
under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct
and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return
basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.


 


(d) The
term “Lock-up Period” means the date that is six (6) months after the Closing Date (as defined in the Merger Agreement).


 


2. Beneficial
Ownership. The Holder hereby represents and warrants that it does not beneficially own, directly or through its nominees (as determined
in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Parent Common
Stock, or any economic interest in or derivative of such shares, other than those shares of Parent Common Stock [(i)] issued pursuant
to the Merger Agreement)[ or (ii) acquired directly from Mountain Crest Capital LLC pursuant to that Stock Purchase Agreement dated March
5, 2021]. For purposes of this Agreement, the Merger Shares beneficially owned by the Holder, together with any other shares of Parent
Common Stock, and including any securities convertible into, or exchangeable for, or representing the rights to receive Parent Common
Stock, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares,” provided,
however, that such Lock-up Shares shall not include shares of Parent Common Stock acquired by such Holder in open market transactions
during the Lock-up Period.


 


Notwithstanding the foregoing,
and subject to the conditions below, the undersigned may transfer Lock-Up Shares in connection with (a) transfers or distributions to
the Holder’s direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended) or to the
estates of any of the foregoing; (b) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the
beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (c) by virtue of the
laws of descent and distribution upon death of the Holder; (d) pursuant to a qualified domestic relations order, (e) transfers to the
Parent’s officers, directors or their affiliates, (f) pledges of Lock-up Shares as security or collateral in connection with a borrowing
or the incurrence of any indebtedness by the Holder, provided, however, that such borrowing or incurrence of indebtedness
is secured by either a portfolio of assets or equity interests issued by multiple issuers, (g) transfers pursuant to a bona fide third-party
tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a change of control of Parent; provided,
however, that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed,
the Lock-Up Shares subject to this Agreement shall remain subject to this Agreement, (h) the establishment of a trading plan pursuant
to Rule 10b5-1 promulgated under the Exchange Act; provided, however, that such plan does not provide for the transfer of
Lock-up Shares during the Lock-Up Period, (i) transfers to satisfy tax withholding obligations in connection with the exercise of options
to purchase shares of Parent Common Stock or the vesting of stock-based awards; and (j) transfers in payment on a “net exercise”
or “cashless” basis of the exercise or purchase price with respect to the exercise of options to purchase shares of Parent
Common Stock; provided, however, that, in the case of any transfer pursuant to the foregoing (a) through (e) clauses, it
shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Agreement (including,
without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto;
and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure
requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act) to make, and shall
agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up
Period.


 






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3. Representations
and Warranties. Each of the parties hereto, by their respective execution and delivery of this Agreement, hereby represents and warrants
to the other that (a) such party has the full right, capacity and authority to enter into, deliver and perform its respective obligations
under this Agreement, (b) this Agreement has been duly executed and delivered by such party and is a binding and enforceable obligation
of such party and, enforceable against such party in accordance with the terms of this Agreement, and (c) the execution, delivery and
performance of such party’s obligations under this Agreement will not conflict with or breach the terms of any other agreement,
contract, commitment or understanding to which such party is a party or to which the assets or securities of such party are bound. The
Holder has independently evaluated the merits of his/her/its decision to enter into and deliver this Agreement, and such Holder confirms
that he/she/it has not relied on the advice of Company, Company’s legal counsel, or any other person.


 


4. No
Additional Fees/Payment. Other than the consideration specifically referenced herein, the parties hereto agree that no fee, payment
or additional consideration in any form has been or will be paid to the Holder in connection with this Agreement.


 


5. Notices.
Any notices required or permitted to be sent hereunder shall be sent in writing, addressed as specified below, and shall be deemed given:
(a) if by hand or recognized courier service, by 4:00PM on a Business Day, addressee’s day and time, on the date of delivery, and
otherwise on the first Business Day after such delivery; (b) if by email, on the date that transmission is confirmed electronically, if
by 4:00PM on a Business Day, addressee’s day and time, and otherwise on the first Business Day after the date of such confirmation;
or (c) five days after mailing by certified or registered mail, return receipt requested. Notices shall be addressed to the respective
parties as follows (excluding telephone numbers, which are for convenience only), or to such other address as a party shall specify to
the others in accordance with these notice provisions:


 


(a) If
to Company, to:


 


Better Therapeutics, Inc.

548 Market Street, #49404

San Francisco, CA 94104



	 	Attention: 	Kevin Appelbaum
	 	E-mail:	Kevin@bettertx.com



 


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



Goodwin Procter LLP


100 Norther Avenue


Boston, MA 02210





	 	Attention: 	Arthur R. McGivern
	 	E-mail:	AMcGivern@goodwinlaw.com



 












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(b) If
to the Holder, to the address set forth on the Holder’s signature page hereto, with a copy, which shall not constitute notice, to:




_________________________________


_________________________________


_________________________________


Email:


 


or to such other address(es) as any party may
have furnished to the others in writing in accordance herewith.


 


6. Enumeration
and Headings. The enumeration and headings contained in this Agreement are for convenience of reference only and shall not control
or affect the meaning or construction of any of the provisions of this Agreement.


 


7. Counterparts.
This Agreement may be executed in facsimile and in any number of counterparts, each of which when so executed and delivered shall be deemed
an original, but all of which shall together constitute one and the same agreement.


 


8. Successors
and Assigns. This Agreement and the terms, covenants, provisions and conditions hereof shall be binding upon, and shall inure to the
benefit of, the respective heirs, successors and assigns of the parties hereto. The Holder hereby acknowledges and agrees that this Agreement
is entered into for the benefit of and is enforceable by Company and its successors and assigns.


 


9. Severability.
If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision will be conformed to prevailing
law rather than voided, if possible, in order to achieve the intent of the parties and, in any event, the remaining provisions of this
Agreement shall remain in full force and effect and shall be binding upon the parties hereto.


 


10. Amendment.
This Agreement may be amended or modified by written agreement executed by each of the parties hereto.


 


11. Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


12. No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their
mutual intent, and no rules of strict construction will be applied against any party.


 






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13. Dispute
Resolution. Section 10.8 of the Merger Agreement is incorporated by reference herein to apply with full force to any disputes arising
under this Agreement.


 


14. Governing
Law. Section 10.6 of the Merger Agreement is incorporated by reference herein to apply with full force to any disputes arising under
this Agreement.


 


15. Controlling
Agreement. To the extent the terms of this Agreement (as amended, supplemented, restated or otherwise modified from time to time)
directly conflicts with a provisions in the Merger Agreement, the terms of this Agreement shall control.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties
hereto have caused this Lock-up Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


	 	Mountain Crest Acquisition Corp. II, 
	 	 	 
	 	By:	                     
	 	Name: 	[●]
	 	Title:	[●]



 



	 	HOLDER:
	 	 	 
	 	By:	                                   
	 	Name: 	 
	 	Title:	 


 


 


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