Exhibit
10.2


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made as of January 7, 2021 by and between Mountain Crest
Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the
“Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, No. 333-251557 (“Registration Statement”), for its initial
public offering of securities (“IPO”) has been declared effective as of the date hereof (“Effective Date”)
by the U.S. Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Registration Statement); and


 


WHEREAS,
Chardan Capital Markets, LLC (“Chardan”) is acting as the representative of the underwriters in the IPO; and
WHEREAS, simultaneously with the IPO, Mountain Crest Capital LLC and Chardan will be purchasing up to 185,000 private units
(“Private Placement Units”) at $10.00 per private unit, of which 135,000 private units will be purchased by
Mountain Crest Capital LLC and 50,000 Private Units will be purchased by Chardan (for a total purchase price of $1,850,000).
Mountain Crest Capital LLC and Chardan have also agreed that if the over-allotment option is exercised by the underwriters,
they will purchase from us up to a maximum of an additional 15,000 private units at a price of $10.00 per private unit, of
which up to 7,500 private units will be purchased by Mountain Crest Capital LLC and up to 7,500 private units will be
purchased by Chardan.


 


WHEREAS,
as described in the Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation,
as the same may be amended from time to time (the “Charter”), $50,000,000 of the gross proceeds of the IPO and sale
of the Private Placement Units ($57,500,000 if the underwriters’ over-allotment option is exercised in full) will be delivered
to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust
Account”) for the benefit of the Company and the holders of the Company’s shares of common stock, par value $0.0001
per share (“Common Stock”), issued in the IPO as hereinafter provided (the amount to be delivered to the Trustee will
be referred to herein as the “Property”; the shareholders for whose benefit the Trustee shall hold the Property will
be referred to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together
as the “Beneficiaries”); and


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $1,500,000, or $1,725,000 if the underwriters’
over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that may become
payable by the Company to the underwriters upon the consummation of an initial business combination (as described in the Registration
Statement, a “Business Combination”) (the “Deferred Discount”); and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property.


 


IT
IS AGREED:


 


1.
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a) Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust
Account”) established by the Trustee in the United States at JPMorgan Chase Bank, N.A. (or at another U.S. chartered commercial
bank with consolidated assets of $100 billion or more) in the United States maintained by Trustee, and at a brokerage institution
selected by the Trustee that is reasonably satisfactory to the Company;


 


(b)
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 




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(c) In
a timely manner, upon the instruction of the Company, invest and reinvest the Property (i) in United States government treasury
bills, notes or bonds having a maturity of 185 days or less and/or (ii) in money market funds meeting certain conditions under
Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined
by the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the
Company’s instructions hereunder and that Trustee may earn bank credits or other consideration;


 


(d) Collect
and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e) Notify
the Company and the Underwriters of all communications received by it with respect to any Property requiring action by the Company;


 


(f) Supply
any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of
its tax returns;


 


(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;


 


(h) Render
to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements
of the Trust Account; and


 


(i) Commence
liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter
(“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B,
signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant
Secretary and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged
and agreed to by Chardan, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only
as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a
Termination Letter has not been received by the Trustee by the 9-month anniversary of the closing of the IPO (“Closing”)
or, in the event that the Company extended the time to complete the Business Combination for up to 15 months from the closing
of the IPO but has not completed the Business Combination within such 15-month period, the 15 month anniversary of the Closing
(as applicable, the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth
in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of the Last Date.


 


(j) Upon
receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit D hereto at least five business
days prior to the Applicable Deadline, signed on behalf of the Company by an executive officer, and receipt of the dollar amount
specified in the Extension Letter on or prior to the Applicable Deadline, to follow the instructions set forth in the Extension
Letter.


 


(k) Upon
receipt of a letter (an “Amendment Notification Letter”) in the form of Exhibit E, signed on behalf of the Company
by its Chief Executive Officer and Chief Financial Officer and, distribute to Public Stockholders who exercised their conversion
rights in connection with an amendment to the Company’s amended and restated certificate of incorporation (an “Amendment”)
an amount equal to the pro rata share of the Property relating to the Common Stock for which such Public Stockholders have exercised
conversion/redemption rights in connection with such Amendment.


 


(l) Not
disburse any amounts from the Trust Account in connection with a Business Combination in the event that the amount per share to
be received by the redeeming Public Shareholders is less than $10.00 per share (plus the amount per share deposited in the Trust
Account pursuant to any Extension Letter).


 


(m)
In connection with a Business Combination, before making disbursements to the Depository Trust Company, the Company or any other
person, disburse the per share amount to redeeming Public Shareholders (other than shares tendered through the Depository Trust
Company) that have tendered their shares directly to the Trustee.


 




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2.
Limited Distributions of Income from Trust Account.


 


(a) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested
by the Company to cover any income or other tax obligation owed by the Company.


 


(b) The
limited distributions referred to in Section 2(a) above shall be made only from income collected on the Property. Except as provided
in Section 2(a), no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof.


 


(c) The
Company shall provide the Underwriters with a copy of any Termination Letters and/or any other correspondence that it issues to
the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance.


 


(d) If
applicable, the Company shall issue a press release at least three days prior to the Applicable Deadline announcing that, at least
five days prior to the Applicable Deadline, the Company received notice from the Company’s insiders that the insiders intend
to extend the Applicable Deadline.


 


(e) Promptly
following the Applicable Deadline, disclose whether or not the term the Company has to consummate a Business Combination has been
extended.


 


3.
Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a) Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer
or Chief Financial Officer. In addition, except with respect to its duties under paragraphs 1(i), 2(a) and 2(b) above, the Trustee
shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in
good faith believes to be given by any one of the persons authorized above to give written instructions, provided that the Company
shall promptly confirm such instructions in writing.


 


(b) Subject
to the provisions of Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against,
any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with
any claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection
with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or
the Property or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee’s
gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement
of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall
notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”); provided, however,
that the Trustee’s failure to provide such notice shall not relieve the Company of its liability hereunder, except to the
extent that it is materially prejudiced by such failure. The Trustee shall have the right to conduct and manage the defense against
such Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel,
which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior
written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company may participate in such
action with its own counsel.


 


(c)
Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant
to Sections 2(a) and 2(b) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time
to time. It is expressly understood that the Property shall not be used to pay such fees and further agreed that any fees owed
to the Trustee shall be deducted by the Trustee from the disbursements made to the Company pursuant to Sections 1(i) solely in
connection with the consummation of the Company’s initial acquisition, share exchange, share reconstruction and amalgamation,
purchase of all or substantially all of the assets of, or any other similar business combination with one or more businesses or
entities (a “Business Combination”), or pursuant to Section 2 (b). The Company shall pay the Trustee the initial acceptance
fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date.


 




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(d) In
connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit
or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes verifying
the vote of the Company’s shareholders regarding such Business Combination.


 


(e) In
the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company
agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement.


 


4.
 Limitations of Liability. The Trustee shall have no responsibility or liability to:


 


(a) Take
any action with respect to the Property, other than as directed in paragraphs 1 and 2 hereof and the Trustee shall have no liability
to any party except for liability arising out of its own gross negligence or willful misconduct;


 


(b) Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c)
) Change the investment of any Property, other than in compliance with paragraph 1(c);


 


(d)
Refund any depreciation in principal of any Property;


 


(e) Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the exercise of its own best judgment, except for its gross negligence or willful misconduct. The Trustee
may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained)
which is believed by the Trustee, in good faith, to be genuine and to be signed or presented by the proper person or persons.
The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement
or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties
and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g) Verify
the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by
the Company or any other action taken by it is as contemplated by the Registration Statement;


 


(h) File
local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee
statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income
earned on the Property;


 


(i) Pay
any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes
and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section
2(a) hereof);


 


(j)
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than
this agreement and that which is expressly set forth herein; and


 


(k) Verify calculations, qualify or otherwise
approve Company requests for distributions pursuant to Section 1(i), 2(a) or 2(b) above. 


 




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5.
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such Claim solely against the Company
and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


6.
Termination. This Agreement shall terminate as follows:


 


(a) If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject
to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including
but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement
shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety days
of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with
any court in the State of New York or with the United States District Court for the Southern District of New York and upon such
deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b) At
such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of paragraph 1(i)
hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate
except with respect to Paragraph 3(b).


 


7.
Miscellaneous.


 


(a) The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to
funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating
to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe
unauthorized persons may have obtained access to such information, or of any change in its authorized personnel. In executing
funds transfers, the Trustee will rely upon all information supplied to it by the Company, including account names, account numbers
and all other identifying information relating to a beneficiary, beneficiary’s bank or intermediary bank. The Trustee shall
not be liable for any loss, liability or expense resulting from any error in the information or transmission of the wire.


 


(b) This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. It
may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall
constitute but one instrument.


 


(c) This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Sections 1(i), 1(k), 1(l), 1(m), 1(n), 3(g), 7(c) and 7(h) (which may only be amended with the approval of the holders of
at least 50% of the shares of common stock sold in the IPO, provided that all Public Shareholders must be given the right to receive
a pro-rata portion of the trust account (no less than $10.00 per share plus the amount per share deposited in the Trust Account
pursuant to any Extension Letter) in connection with any such amendment), this Agreement or any provision hereof may only be changed,
amended or modified by a writing signed by each of the parties hereto; provided, however, that no such change, amendment or modification
may be made without the prior written consent of the Underwriters. As to any claim, cross-claim or counterclaim in any way relating
to this Agreement, each party waives the right to trial by jury. The Trustee may require from Company counsel an opinion as to
the propriety of any proposed amendment.


 


(d) The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of
Manhattan, for purposes of resolving any disputes hereunder.





 




    5


     


    


 


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


 


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company


1 State Street, 30th floor


New
York, New York 10004


Attention:
Francis Wolf and Celeste Gonzalez


Email:
fwolf@continentalstock.com;


Email:cgonzalez@continentalstock.com


 


if
to the Company, to:


 


Mountain
Crest Acquisition Corp. II


311 West 43rd Street, 12th Floor


New York, NY 10036


Attn:
Suying Liu


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


Chardan Capital Markets, LLC


17
State Street, Suite 1600


New
York, NY 10004


Attn: Shai Gerson


Facsimile: (646) 465-9039


 


and:


 


Loeb
& Loeb LLP


345 Park Avenue


New
York, NY 10154


Attn: Giovanni Caruso


Fax No.: (212) 937-3943


 


and:


 


Reed
Smith LLP


599
Lexington Avenue


New
York, New York 10022


Attn: Ari Edelman


Fax
No.: (212) 521-5450


 






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(f)
This Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(g) Each
of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it
shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any
funds in the Trust Account under any circumstance.


 


(h) This
Agreement is the joint product of the Company and the Trustee and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(i) This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.


 


(j) Each
of the Company and the Trustee hereby acknowledge that the Underwriters are a third party beneficiary of this Agreement and that
each Public Shareholder is a third party beneficiary of Sections 1(i), 1(k), 1(l), 3(g), 3(h) and 7(c).


 


(k) Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person
or entity.





 




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IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST
	 	COMPANY, as Trustee
	 	 	 
	 	By:	/s/ Francis Wolf
	 	 	Name: 	Francis Wolf
	 	 	Title:	 Vice President
	 	 	 
	 	MOUNTAIN CREST ACQUISITION CORP. II
	 	 	 
	 	By:	/s/ Suying Liu
	 	 	Name:	 Suying Liu
	 	 	Title: 	Chief Executive Officer


 






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SCHEDULE
A


 


	Fee
    Item	 	Time
    and method of payment	 	Amount
	Initial
    acceptance fee	 	Initial
    closing of IPO by wire transfer	 	2,500.00
	Annual
    fee	 	First
    year ($8,000.00), initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO
    by wire transfer or check	 	8,000.00
	Transaction
    processing fee for disbursements to Company under Section 2	 	Billed
    to Company following disbursement made to Company under Section 2	$	250.00
	Paying
    Agent services as required pursuant to Section 1	 	Billed
    to Company upon delivery of service pursuant to Section 1	 	Prevailing
    rates





 






    Sch-A-1


     


    




 


EXHIBIT
A


 


[Letterhead
of Company]


 


[Insert date]


 


Continental
Stock Transfer & Trust Company


1 State Street, 30th floor


New
York, New York 10004


Attention: Francis Wolf and Celeste


Gonzalez


 


		Re:	Trust
                                         Account - Termination Letter



 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Mountain Crest Acquisition Corp. II (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [*], 2020 (“Trust Agreement”),
this is to advise you that the Company has entered into an agreement with [    ] (“Target Business”) to consummate a business
combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify
you at least 72 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”).
Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments and to transfer
the proceeds to the above-referenced account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all
of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall
direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting
distribution, the Company will not earn any interest or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has
been consummated, and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer which verifies the
vote of the Company’s shareholders in connection with the Business Combination if a vote is held and (b) joint written instructions
from the Company and Chardan Capital Markets, LLC with respect to the transfer of the funds held in the Trust Account, which must
provide for the disbursement of no less than $10.00 per share plus the amount per share deposited in the Trust Account per Extension
Letter to redeeming Public Shareholders (“Instruction Letter”). You are hereby directed and authorized to transfer
the funds held in the Trust Account immediately upon your receipt of the counsel’s letter and the Instruction Letter, in
accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated
by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether
such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution
of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated.


 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have
not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written
instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the
business day immediately following the Consummation Date as set forth in the notice.


 





	 	Very truly yours,
	 	 	 
	 	MOUNTAIN CREST ACQUISITION CORP. II
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: Secretary/Assistant Secretary


 








	Acknowledged and Agreed:

                                                                        Chardan Capital Markets, LLC
	 
	 	 
	By:	                   	 
	Name:	 
	Title:	 





 




    A-1


     


    


 


EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert date]


 


Continental
Stock Transfer & Trust Company


1 State Street, 30th floor


New
York, New York 10004


Attention: Francis Wolf and Celeste


Gonzalez


 


		Re:	Trust
                                         Account - Termination Letter



 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Mountain Crest Acquisition Corp. II (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [*], 2020 (“Trust Agreement”),
this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time
frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s
prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the
Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments and to
transfer the total proceeds to the Trust Operating Account at JPMorgan Chase Bank, N.A. to await distribution to the Public Shareholders.
The Company has selected [ , 20 ] as the record date for the purpose of determining when the Public Shareholders will be entitled
to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation
proceeds while on deposit in the Trust Operating Account. You agree to be the Paying Agent of record and in your separate capacity
as Paying Agent, to distribute said funds directly to the Public Shareholders in accordance with the terms of the Trust Agreement
and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust
Account, your obligations under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 	 
	 	MOUNTAIN CREST ACQUISITION CORP. II
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: Secretary/Assistant Secretary








 


		cc:	Chardan
Capital Markets, LLC






 




    B-1


     


    


 


EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert date]


 


Continental
Stock Transfer & Trust Company


1 State Street, 30th floor


New
York, New York 10004


Attention: Francis Wolf and Celeste


Gonzalez


 


		Re:	Trust
                                         Account  – Tax Withdrawal Instruction Letter



 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to paragraph 2(a) of the Investment Management Trust Agreement between Mountain Crest Acquisition Corp. II (“Company”)
and Continental Stock Transfer & Trust Company, LLC (“Trustee”), dated as of [*], 2020 (“Trust Agreement”),
the Company hereby requests that you deliver to the Company [$ ] of the interest income earned on the Property as of the date
hereof. The Company needs such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you
are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the
Company’s operating account at:


 


	[WIRE
                                         INSTRUCTION INFORMATION]	

	 	 	 
	 	MOUNTAIN
    CREST ACQUISITION CORP. II
	 	 	 
	 	By:	          
	 	 	Name: 
	 	 	Title:








 


		cc:	Chardan
Capital Markets, LLC






 




    C-1


     


    


 


EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert date]


 


Continental
Stock Transfer & Trust Company


1 State Street, 30th floor


New
York, New York 10004


Attention: Francis Wolf and Celeste


Gonzalez


 


		Re:	Trust
                                         Account Extension Letter Dear Mr.



 


Wolf and Ms. Gonzalez:


 





Dear Mr. Wolf and Ms.
Gonzalez:

 


Pursuant
to Section 1(l) of the Investment Management Trust Agreement between Mountain Crest Acquisition Corp. II (“Company”)
and Continental Stock Transfer & Trust Company, dated as of [*], 2020 (“Trust Agreement”), this is to advise you
that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for
an additional [three (3) months], from___________to____________(the “Extension”).


 


This
Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words
used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


[In
accordance with the terms of the Trust Agreement, we hereby authorize you to deposit [$500,000] [(or $575,000 if the underwriters’
over-allotment option was exercised in full)], which will be wired to you, into the Trust Account investments upon receipt.][Pursuant
to our amended and restated certificate of incorporation, we have entered into a definitive agreement for a Business combination
within 9 months of the closing of our IPO and our time to complete a Business Combination, as evidenced by the press release attached
hereto that the Company released on_________, 20        .]


 





	 	Very truly yours,
	 	 	 
	 	MOUNTAIN CREST ACQUISITION CORP. II
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:





 


		cc:	Chardan
Capital Markets, LLC



 




    D-1


     


    


 



EXHIBIT
E


 


[Letterhead
of Company]


 


[Insert date]


 


Continental
Stock Transfer & Trust Company


1 State Street, 30th floor


New
York, New York 10004


Attention:
Francis Wolf and Celeste Gonzalez


 


		Re:	Trust
Account   – Extension Letter 



 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Reference
is made to that certain Investment Management Trust Agreement between Mountain Crest Acquisition Corp (“Company”)
and Continental Stock Transfer & Trust Company, dated as of [*], 2020 (“Trust Agreement”). Capitalized words used
herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


Pursuant
to Section 1(k) of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance
with the terms of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer
$ of the proceeds of the Trust to the account at J.P. Morgan Chase Bank, N.A. for distribution to the stockholders that have
requested conversion of their shares in connection with such Amendment. The remaining funds shall be reinvested by you as previously
instructed.


 





	 	MOUNTAIN CREST ACQUISITION CORP. II
	 	 	 
	 	By:	    
	 	 	Name: 
	 	 	Title:


 


 


		cc:	Chardan
Capital Markets, LLC



 


 


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