Exhibit 10.3


 


LOCK-UP
AGREEMENT


 


THIS
LOCK-UP AGREEMENT (this “Agreement”) is dated as of ______________, 2022, by and among the undersigned (the “Holder”),
[ ], a Cayman Islands exempted company (“Holdco”) and Mountain Crest Acquisition Corp. V, a Delaware corporation (“SPAC”).
Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement
(as defined below).


 


BACKGROUND


 


A. SPAC
and AUM Biosciences Pte. Ltd., a private company limited by shares incorporated in Singapore, with company registration number 201810204D
(the “Company”), entered into a Business Combination Agreement, dated as of [ ], 2022 (the “Business Combination
Agreement”).


 


B. The
Business Combination Agreement provides, among other things, that, upon the consummation of the transactions contemplated thereby (the
“Closing”), [ ], a private company limited by shares incorporated in Singapore, with company registration number [
], and a wholly-owned subsidiary of Holdco, will amalgamate with and into the Company, with the Company continuing as the surviving entity
and a wholly-owned subsidiary of Holdco (the “Amalgamation”), and following confirmation of the effective filing of
the Amalgamation but on the same day, [ ], a Delaware corporation and a wholly-owned subsidiary of Holdco, will merge with and into SPAC,
with SPAC continuing as the surviving entity and a wholly-owned subsidiary of Holdco (the “SPAC Merger” and together
with the Amalgamation, the “Merger”) and as a result of which all of the issued and outstanding capital stock of each
of the Company and SPAC immediately prior to the Closing shall no longer be outstanding and shall automatically be cancelled and shall
cease to exist, in exchange for the right to receive newly issued Holdco Ordinary Shares, all upon the terms and subject to the conditions
set forth in the Business Combination Agreement and in accordance with the applicable provisions of the Delaware General Corporation
Law, Singapore Companies Act and the Companies Act of the Cayman Islands, as applicable.


 


C. The
Holder is the record and/or beneficial owner of certain Holdco Ordinary Shares.


 


D. As
a condition of, and as a material inducement for SPAC to enter into and consummate the transactions contemplated by the Business
Combination 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 (as defined below), the Holder irrevocably agrees that it 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 such Lock-up Shares, whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash 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 any security of Holdco (these actions, collectively, “Transfer”);
provided that if their closing price equals or exceeds $12.50 per share for any 20 trading days within any 30-trading day period
during the Lock-up Period, 50% of the Lock-up Shares shall be subject to early release.


 





     


     


    

 


(b) In
furtherance of the foregoing, Holdco will (i) place an irrevocable stop order on all Lock-up Shares, including those which may be covered
by a registration statement, and (ii) notify Holdco’s transfer agent in writing of the stop order and the restrictions on such
Lock-up Shares under this Agreement and direct the Holdco’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) For
purpose of this Agreement, the “Lock-up Period” means with respect to the Lock-up Shares, the period commencing on
the Closing Date and ending on the date that is six (6) months thereafter.


 


The
restrictions set forth herein shall not apply to:


 


(1)
Transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other
equity holders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended);


 


(2)
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 or to a charitable organization;


 


(3)
by virtue of the laws of descent and distribution upon death of the Holder;


 


(4)
by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement;


 


(5)
Transfers to a partnership, limited liability company or other entity of which the Holder and/or the Holder’s immediate family
are the legal and beneficial owner of all of the outstanding equity securities or similar interests;


 


(6)
in the case of an entity that is a trust, Transfers to a trustor or beneficiary of the trust or to the estate of a beneficiary of such
trust;


 


(7)
Transfers of any Holdco Ordinary Shares or other securities acquired as part of the PIPE Financing or issued in exchange for, or on conversion
or exercise of, any securities issued as part of the PIPE Financing;


 


(8)
Transfers relating to Holdco Ordinary Shares or other securities convertible into or exercisable or exchangeable for Holdco Ordinary
Shares acquired in open market transactions after the Closing Date, provided that no such transaction is required to be, or is,
publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A)
during the Lock-up Period; and


 





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(9)
the entry, by the Holder, at any time after the effective time of the Merger, of any trading plan providing for the sale of Holdco Ordinary
Shares by the Holder, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act, provided, however,
that such plan does not provide for, or permit, the sale of any Holdco Ordinary Shares during the Lock-up Period and no public announcement
or filing is voluntarily made or required regarding such plan during the Lock-up Period;


 


in
the case of clauses (1) through (9) where such transferee agrees to be bound by the terms of this Agreement.


 


In
addition, after the Closing Date, if there is a Change of Control, then upon the consummation of such Change of Control, all Lock-up
Shares shall be released from the restrictions contained herein. A “Change of Control” means: (a) the sale of all
or substantially all of the consolidated assets of Holdco and Holdco’s subsidiaries to a third-party purchaser; (b) a sale resulting
in no less than a majority of the voting power of Holdco being held by person that did not own a majority of the voting power prior to
such sale; or (c) a merger, consolidation, recapitalization or reorganization of Holdco with or into a third-party purchaser that results
in the inability of the pre-transaction equity holders to designate or elect a majority of the board of directors (or its equivalent)
of the resulting entity or its parent company.


 


2.
Representations and Warranties. Each of the parties hereto, by their respective execution and delivery of this Agreement, hereby
represents and warrants to the others and to all third party beneficiaries of this Agreement 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, 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.


 


3.
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
Holdco Ordinary Shares, or any economic interest in or derivative of such stock, other than those securities specified on the signature
page hereto. For purposes of this Agreement, the Holdco Ordinary Shares beneficially owned by the Holder as specified on the signature
page hereto are collectively referred to as the “Lock-up Shares.”


 


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. Termination
of the Business Combination Agreement. This Agreement shall be binding upon the Holder upon the Holder’s execution and delivery
of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained
herein, in the event that the Business Combination Agreement is terminated in accordance with its terms prior to the Closing,
this Agreement shall automatically terminate and become null and void, and the parties shall not have any rights or obligation hereunder.


 





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6. 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 4:00 PM 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 fax or email, on the date that transmission is confirmed electronically,
if by 4:00 PM 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 SPAC, to:



 


Mountain
Crest Acquisition Corp. V


311
W. 43rd Street; 12th Floor


New
York, NY 10036


Attention:
Suying Liu


Email:
sliu@mcacquisition.com


 


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


 


Loeb
& Loeb


345
Park Avenue, 19th Floor


New
York, NY 10154


Attention:
Mitchell S. Nussbaum, Esq.


E-mail:
mnussbaum@loeb.com


 


		(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:



 


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


 


DLA
Piper LLP (US)


51
John F. Kennedy Parkway, Suite 120


Short
Hills, New Jersey 07078


Attention:
Andrew P. Gilbert


E-mail:
andrew.gilbert@us.dlapiper.com


 


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


 


7. 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.


 


8. 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.


 


9.
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 SPAC and its successors and assigns.


 





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10.
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.


 


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


 


12. 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.


 


13.
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.


 


14.
Governing Law. The terms and provisions of this Agreement shall be construed in accordance with the laws of the State of Delaware.


 


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 provision in the Business Combination 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.


 


	 	[Holdco]
	 	 	 
	 	By:	 
	 		Name:	 [   ]
	 		Title:	[   ]
	 	 	 
	 	MOUNTAIN CREST ACQUISITION CORP. V
	 	 	 
	 	By:	 
	 		Name:	Suying Liu
	 		Title:	Chairman, Chief Executive Officer and Chief Financial Office



 


[Signature Page to Lock-up Agreement]


 






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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.


 


	 	NAME OF HOLDER:
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	Address:	 
	 	 	Attention:	 
	 	 	Email:	 
	 	 	 
	 	NUMBER OF LOCK-UP SHARES: _________



 


[Signature Page to Lock-up Agreement]


 





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