Exhibit
4.5


 


DESCRIPTION
OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12


OF
THE SECURITIES EXCHANGE ACT OF 1934


 


As
of December 31, 2021, the end of the period covered by this Annual Report on Form 10-K, Mountain Crest Acquisition Corp. V (the “Company,”
“we,” “us,” or “our”) had three classes of securities registered under Section 12 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”): the Company’s units, common stock, par value $0.0001 per share,
and rights.


 


The
following description of the Company’s capital stock and provisions of the Company’s amended and restated certificate of
incorporation, bylaws and the Delaware General Corporation Law are summaries and are qualified in their entirety by reference to the
Company’s amended and restated certificate of incorporation and bylaws and the text of the Delaware General Corporation Law. Copies
of these documents have been filed with the SEC as exhibits to the Annual Report on Form 10-K to which this description has been filed
as an exhibit.


 


General


 


Our
amended and restated certificate of incorporation authorizes the issuance of 30,000,000 shares of common stock, par value $0.0001. As
of the date of this Annual Report on Form 10-K, 9,025,900 shares of common stock are issued or outstanding. The following description
summarizes all of the material terms of our securities. Because it is only a summary, it may not contain all the information that is
important to you. For a complete description you should refer to our amended and restated certificate of incorporation and bylaws, which
are filed as exhibits to this Annual Report on Form 10-K.


 


Units


 


Each
unit has an offering price of $10.00 and consists of one share of common stock and one right. Each right entitles the holder thereof
to receive one- tenth (1/10) of a share of common stock upon consummation of our initial business combination. In addition, we will not
issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole
share or otherwise addressed in accordance with the applicable provisions of Delaware Law. As a result, stockholders must hold rights
in multiples of 10 in order to receive shares for all of their rights upon closing of a business combination.


 


Common
Stock


 


Our
holders of record of our common stock are entitled to one vote for each share held on all matters to be voted on by stockholders. In
connection with any vote held to approve our initial business combination, our insiders, officers and directors, have agreed to vote
their respective shares of common stock owned by them immediately prior to the Company’s IPO, including both the insider shares
and the private shares, and any shares acquired in the IPO or in the open market, in favor of the proposed business combination.


 


We
will consummate our initial business combination only if public stockholders do not exercise conversion rights in an amount that would
cause our net tangible assets to be less than $5,000,001 and a majority of the outstanding shares of common stock voted are voted in
favor of the business combination.


 



    


     


    

 





Pursuant
to our certificate of incorporation, if we do not consummate our initial business combination within 12 months from the closing of our
initial public offering (or 15 months from the closing of our initial public offering (without the need for our insiders or their affiliates
to elect a three-month extension) if we have executed a definitive agreement for an initial business combination within 12 months from
the closing of our initial public offering but have not completed the initial business combination within such 12-month period), we will
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business
days thereafter, redeem 100% of the outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of
directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law. Our insiders have agreed to waive their rights to share in any distribution
with respect to their insider shares and private shares. However, if we anticipate that we may not be able to consummate our initial
business combination within 12 months, our insiders or their affiliates may, but are not obligated to, extend the period of time to consummate
a business combination two times by an additional 3 months each time (provided that if we have executed a definitive agreement for an
initial business combination within 12 months from the closing of our initial public offering, we will have 15 months from the closing
of our initial public offering to consummate our initial business combination (without the need for our insiders or their affiliates
to elect a three-month extension) and we may only extend the time to complete an initial business combination one time for an additional
three months) (for a total of up to 18 months to complete a business combination), provided that, pursuant to the terms of our amended
and restated certificate of incorporation and certain trust agreement entered into between us and Continental Stock Transfer & Trust
Company, the only way to extend the time available for us to consummate our initial business combination at the election of our insiders
or their affiliates and in the absence of a definitive agreement is for our insiders or their affiliates or designees, upon five days’
advance notice prior to the applicable deadline, to deposit into the trust account $600,000, or $690,000 if the over-allotment option
is exercised in full ($0.10 per share in either case, or an aggregate of $1,200,000 (or $1,380,000 if the over-allotment option is exercised
in full) if our insiders or their affiliates elect to extend the period of time to consummate a business combination two times), on or
prior to the 12 month or 15 month deadline. In the event that they elected to extend the time to complete a business combination and
deposited the applicable amount of money into trust, the insiders would receive a non-interest bearing, unsecured promissory note equal
to the amount of any such deposit that will not be repaid in the event that we are unable to close a business combination unless there
are funds available outside the trust account to do so. Such notes would either be paid upon consummation of our initial business combination,
or, at the relevant insider’s discretion, converted upon consummation of our business combination into additional private units
at a price of $10.00 per unit. Our shareholders have approved the issuance of the private units upon conversion of such notes, to the
extent the holder wishes to so convert such notes at the time of the consummation of our initial business combination. In the event that
we receive notice from our insiders five days prior to the applicable deadline of their intent to effect an extension, we intend to issue
a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press
release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our insiders and their affiliates
or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. To the
extent that some, but not all, of our insiders, decide to extend the period of time to consummate our initial business combination, such
insiders (or their affiliates or designees) may deposit the entire amount required.


 


Our
stockholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable
to the shares of common stock, except that public stockholders have the right to sell their shares to us in any tender offer or have
their shares of common stock converted to cash equal to their pro rata share of the trust account if they vote on the proposed business
combination and the business combination is completed. If we hold a stockholder vote to amend any provisions of our certificate of incorporation
relating to stockholder’s rights or pre-business combination activity (including the substance or timing within which we have to
complete a business combination), we will provide our public stockholders with the opportunity to redeem their shares of common stock
upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust
account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and
income taxes, divided by the number of then outstanding public shares, in connection with any such vote. In either of such events, converting
stockholders would be paid their pro rata portion of the trust account promptly following consummation of the business combination or
the approval of the amendment to the certificate of incorporation. If the business combination is not consummated or the amendment is
not approved, stockholders will not be paid such amounts.


 


Rights
included as part of units


 


Except
in cases where we are not the surviving company in a business combination, each holder of a right will automatically receive one- tenth
(1/10) of a share of common stock upon consummation of our initial business combination, even if the holder of a public right converted
all shares of common stock held by him, her or it in connection with the initial business combination or an amendment to our certificate
of incorporation with respect to our pre-business combination activities. In the event we will not be the surviving company upon completion
of our initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order
to receive the one- tenth (1/10) of a share underlying each right upon consummation of the business combination. No additional consideration
will be required to be paid by a holder of rights in order to receive his, her or its additional shares of common stock upon consummation
of an initial business combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held
by affiliates of ours). If we enter into a definitive agreement for a business combination in which we will not be the surviving entity,
the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the common
stock will receive in the transaction on an as-converted into common stock basis.


 



    2


     


    

 


We
will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest
whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result,
you must hold rights in multiples of 10 in order to receive shares for all of your rights upon closing of a business combination. If
we are unable to complete an initial business combination within the required time period and we liquidate the funds held in the trust
account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from
our assets held outside of the trust account with respect to such rights, and the rights will expire worthless. Further, there are no
contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial business combination.
Additionally, in no event will we be required to net cash settle the rights. Accordingly, the rights may expire worthless.


 


Dividends


 


We
have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of a business
combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements
and general financial condition subsequent to completion of a business combination. The payment of any cash dividends subsequent to a
business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not
currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future, except if we increase the size
of the offering pursuant to Rule 462(b) under the Securities Act, in which case we will effect a stock dividend immediately prior to
the consummation of the offering in such amount as to maintain the number of insider shares at 20.0% of our issued and outstanding shares
of our common stock upon the consummation of our initial public offering. Further, if we incur any indebtedness, our ability to declare
dividends may be limited by restrictive covenants we may agree to in connection therewith.


 


Our
Transfer Agent and Warrant Agent


 


The
transfer agent for our securities and warrant agent for our warrants is Continental Stock Transfer & Trust Company, 1 State Street,
New York, New York 10004.


 


Listing
of our Securities


 


Our
units, common stock and rights trade separately on Nasdaq under the symbols “MCAGU,” “MCAG” and “MCAGR,”
respectively. The common stock will not trade separately unless and until we consummate an initial business combination.


 


Certain
Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate of Incorporation and By-Laws


 


We
are subject to the provisions of Section 203 of Delaware General Corporation Law, or the DGCL, regulating corporate takeovers upon completion
of our initial public offering. This statute prevents certain Delaware corporations, under certain circumstances, from engaging in a
“business combination” with:


 


	 	●	a
    stockholder who owns 10% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);


 


	 	●	an
    affiliate of an interested stockholder; or


 


	 	●	an
associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder. 



 


A
“business combination” includes a merger or sale of more than 10% of our assets. However, the above provisions of Section
203 do not apply if:


 


	 	●	our
    board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date
    of the transaction;


 


	 	●	after
    the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at
    least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common
    stock; or


 


	 	●	on
    or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at a
    meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting
    stock not owned by the interested stockholder.


 



    3


     


    

 


Exclusive
Forum Selection


 


Our
amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that unless the Corporation consents
in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum
for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation,
(ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to
the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers
or employees arising pursuant to any provision of the GCL or this Amended and Restated Certificate of Incorporation or the Bylaws, or
(iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine,
except for, as to each of (i) through (iv) above, (a) any claim as to which the Court of Chancery determines that there is an indispensable
party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction
of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum
other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction, and (b) any action or
claim arising under the Exchange Act or Securities Act of 1933, as amended.


 


Section
27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the
Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce
any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.


 


Staggered
board of directors


 


Our
certificate of incorporation provides that our board of directors is classified into three classes of directors. As a result, in most
circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual meetings.


 


Special
meeting of stockholders


 


Our
bylaws provide that special meetings of our stockholders may be called only by resolution of the board of directors, or by the Chairman
or the President.


 


Advance
notice requirements for stockholder proposals and director nominations


 


Our
bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election
as directors at our annual meeting of stockholders must provide timely notice of their intent in writing. To be timely, a stockholder’s
notice will need to be delivered to our principal executive offices not later than the close of business on the 90th day
nor earlier than the opening of business on the 120th day prior to the scheduled date of the annual meeting of stockholders.
Our bylaws also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude
our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual
meeting of stockholders.


 



    4