Exhibit
10.1


 


Execution
Version


 


COMPANY
SHAREHOLDER SUPPORT AGREEMENT


 


This
COMPANY SHAREHOLDER SUPPORT AGREEMENT, dated as of October 19, 2022 (this “Support Agreement”), is entered
into by and among the shareholders listed on Exhibit A hereto (each, a “Shareholder”), AUM Biosciences
Pte. Ltd., a private company limited by shares incorporated in Singapore, with company registration number 201810204D (the “Company”),
and Mountain Crest Acquisition Corp. V, a Delaware corporation (“SPAC”). Capitalized terms used but
not defined in this Support Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined
below).


 


WHEREAS,
the Company and SPAC have entered into a Business Combination Agreement (as the same may be amended, restated or supplemented,
the “Business Combination Agreement”), pursuant to which, among other things, the Company will incorporate
a Cayman Islands exempted company (“Holdco”), and Holdco upon incorporation will form a private company
limited by shares incorporated in Singapore as a direct wholly-owned subsidiary of Holdco (“Amalgamation Sub”)
and a Delaware corporation as a direct wholly-owned subsidiary of Holdco (“Merger Sub”). Amalgamation
Sub will amalgamate with and into the Company, with the Company continuing as the surviving corporation of the amalgamation and
a direct wholly-owned subsidiary of Holdco (the “Amalgamation”), and following confirmation of the effective
filing of the Amalgamation but on the same day, Merger Sub will merge with and into SPAC, with SPAC continuing as the surviving
entity and a direct wholly-owned subsidiary of Holdco (the “SPAC Merger” and together with the Amalgamation,
the “Transactions” or “Mergers,” or “Merger” as
applicable);


 


WHEREAS,
as of the date hereof, each Shareholder owns the number of shares of the Company, as set forth on Exhibit A (all such shares,
or any additional shares of the Company or any shares of Holdco or any successor entity of which ownership of record or the power
to vote, directly or indirectly, is hereafter acquired by the Shareholder prior to the termination of this Support Agreement being
referred to herein as the “Shareholder Shares”); and


 


WHEREAS,
in order to induce SPAC to enter into the Business Combination Agreement, each Shareholder is executing and delivering this Support
Agreement to SPAC.


 


NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, and intending to be
legally bound hereby, the parties hereby agree as follows:


 


1.
Voting Agreements. During the period commencing on the date hereof and ending on the earlier to occur of (i) the
SPAC Merger Effective Time, and (ii) such date and time as the Business Combination Agreement shall be terminated (whichever earlier,
the “Expiration Time”), each Shareholder, in its capacity as a shareholder of the Company, agrees that,
at any meeting of the Company’s shareholders related to the Transactions contemplated by the Business Combination Agreement
(whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment
or postponement thereof) and/or in connection with any written consent of the Company’s shareholders related to the Transactions
contemplated by the Business Combination Agreement (all meetings or consents related to the Business Combination Agreement, collectively
referred to herein as the “Meeting”), such Shareholder shall:


 





     


     


    

 


a.
when the Meeting is held, appear at the Meeting or otherwise cause its Shareholder Shares to be counted as present thereat for
the purpose of establishing a quorum;


 


b.
vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return
and cause such consent to be granted with respect to), all of its Shareholder Shares in favor of the Business Combination Agreement
and the Transactions contemplated thereby;


 


c.
authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the
Company for purposes of effecting the Transactions; and


 


d.
vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return
and cause such consent to be granted with respect to), all of its Shareholder Shares against any other action that would reasonably
be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger, the Reorganization or any
of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the
Company under the Business Combination Agreement or (z) result in a breach of any covenant, representation or warranty or other
obligation or agreement of the Shareholder contained in this Support Agreement.


 


2.
Restrictions on Transfer. Until the Expiration Time, each Shareholder agrees that, it shall not sell, assign or
otherwise transfer any of its Shareholder Shares unless the buyer, assignee or transferee thereof executes a joinder agreement
to this Support Agreement in substantially the form set forth on Exhibit B hereto. The Company shall not register any sale,
assignment or transfer of the Shareholder Shares on the Company’s stock ledger (book entry or otherwise) that is not in
compliance with this Section 2.


 


3.
New Securities. During the period commencing on the date hereof and ending on the Expiration Time, in the event
that, (a) any Company Shares or other equity securities of Company are issued to any Shareholder after the date of this Support
Agreement pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or other securities of
any other entity in exchange for Company securities owned by the Shareholder, (b) any shareholder purchases or otherwise acquires
beneficial ownership of any Company Shares or other equity securities of Company or securities of any other entity in exchange
for Company securities owned by the Shareholder, after the date of this Support Agreement, or (c) any Shareholder acquires the
right to vote or share in the voting of any Company Shares or other equity securities of the Company after the date of this Support
Agreement (such Company Shares or other equity securities of the Company, collectively the “New Securities”),
then such New Securities acquired or purchased by the relevant Shareholder shall be subject to the terms of this Support Agreement
to the same extent as if they constituted the Shareholder Shares as of the date hereof.


 





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4.
No Challenge. Each Shareholder agrees, in its capacity as a shareholder only, not to commence, join in, facilitate,
assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any
claim, derivative or otherwise, against SPAC, Holdco, Amalgamation Sub, Merger Sub, the Company or any of their respective successors
or directors (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Support Agreement or
the Business Combination Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation,
negotiation or entry into the Business Combination Agreement.


 


5.
Consent to Disclosure. Each Shareholder hereby consents to the publication and disclosure in the Proxy/Registration
Statement (and, as and to the extent otherwise required by applicable securities Laws or the SEC or any other securities authorities,
any other documents or communications provided by SPAC, Holdco or the Company to any Governmental Authority or to securityholders
of SPAC or Holdco) of such Shareholder’s identity and beneficial ownership of Shareholder Shares and the nature of such
Shareholder’s commitments, arrangements and understandings under and relating to this Support Agreement and, if deemed appropriate
by SPAC, Holdco or the Company, a copy of this Support Agreement. Each Shareholder will promptly provide any information reasonably
requested by SPAC, Holdco or the Company for any regulatory application or filing made or approval sought in connection with the
Transactions (including filings with the SEC).


 


6.
Waiver. Each Shareholder irrevocably and unconditionally (i) waives any rights of appraisal, dissenter’s rights
and any similar rights relating to the Business Combination Agreement and the consummation by the parties of the transactions
contemplated thereby, including the Merger, that such shareholder may have under applicable law and (ii) waives its or its successor
entity’s right to certain payments upon liquidation of the Company or other entity of which the Shareholder Shares represents
ownership interests pursuant to the Company’s or such other entity’s organizational documents.


 


7.
Shareholder Representations: Each Shareholder represents and warrants to SPAC and the Company, as of the date hereof,
that:


 


a.
such Shareholder has full right and power, without violating any agreement to which it is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;


 


b.
(i) if such Shareholder is not an individual, such Shareholder is duly organized, validly existing and in good standing under
the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and
the consummation of the transactions contemplated hereby are within such Shareholder’s organizational powers and have been
duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if such Shareholder is an individual,
the signature on this Support Agreement is genuine, and such Shareholder has legal competence and capacity to execute the same;


 





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c.
this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and
delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation
of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be
limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the
availability of specific performance and other equitable remedies);


 


d.
the execution and delivery of this Support Agreement by such Shareholder does not, and the performance by such Shareholder of
its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of such Shareholder,
or (ii) require any consent or approval from any third party that has not been given or other action that has not been taken by
any third party, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay
the performance by such Shareholder of its obligations under this Support Agreement;


 


e.
there are no Actions pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder,
before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any
manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of such Shareholder’s
obligations under this Support Agreement;


 


f.
no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission
in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made
by the Shareholder or, to the knowledge of such Shareholder, by the Company;


 


g.
such Shareholder has had the opportunity to read the Business Combination Agreement and this Support Agreement and has had the
opportunity to consult with such Shareholder’s tax and legal advisors;


 


h.
such Shareholder has not entered into, and shall not enter into, any agreement that would prevent such Shareholder from performing
any of such Shareholder’s obligations hereunder;


 


i.
such Shareholder has good title to the Shareholder Shares opposite such Shareholder’s name on Exhibit A, free and
clear of any Liens other than Liens pursuant to this Agreement, the other Transaction Agreements, the Organizational Documents
of the Company or such other entity of which the Shareholder Shares represents ownership interests and the Permitted Liens, and
such Shareholder has the sole power to vote or cause to be voted such Shareholder Shares; and


 


j.
the Shareholder Shares listed opposite such Shareholder’s name on Exhibit A are the only shares of the Company’s
capital stock (or such other entity of which the Shareholder Shares represent ownership interests) owned of record or beneficially
owned by the Shareholder as of the date hereof, and none of such Shareholder Shares are subject to any proxy, voting trust or
other agreement or arrangement with respect to the voting of such Shareholder Shares that is inconsistent with such Shareholder’s
obligations pursuant to this Support Agreement.


 





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8.
Damages; Remedies. Each Shareholder hereby agrees and acknowledges that (a) SPAC, Holdco and the Company would be
irreparably injured in the event of a breach by the Shareholder of its obligations under this Support Agreement, (b) monetary
damages may not be an adequate remedy for such breach and (c) the non-breaching party shall be entitled to injunctive relief,
in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


9.
Entire Agreement; Amendment. This Support Agreement and the other agreements referenced herein constitute the entire
agreement and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior understandings,
agreements or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject
matter hereof or the transactions contemplated hereby. This Support Agreement may not be changed, amended, modified or waived
(other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties
hereto.


 


10.
Assignment. No party hereto may, except as set forth herein, assign either this Support Agreement or any of its
rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in
violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to
the purported assignee. This Support Agreement shall be binding on each Shareholder, SPAC, Holdco and the Company and each of
their respective successors, heirs, personal representatives and assigns and permitted transferees.


 


11.
Counterparts. This Support Agreement may be executed in any number of original, electronic or facsimile counterparts
and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.


 


12.
Severability. This Support Agreement shall be deemed severable, and the invalidity or unenforceability of any term
or provision hereof shall not affect the validity or enforceability of this Support Agreement or of any other term or provision
hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall
be added as a part of this Support Agreement a provision as similar in terms to such invalid or unenforceable provision as may
be possible and be valid and enforceable.


 


13.
Governing Law; Jurisdiction; Jury Trial Waiver. Section 11.7 and Section 11.14 of the Business Combination
Agreement are incorporated by reference herein to apply with full force to any disputes arising under this Support Agreement.


 


14.
Notice. Any notice, consent or request to be given in connection with any of the terms or provisions of this Support
Agreement shall be in writing and shall be sent or given in accordance with the terms of Section 11.3 of the Business Combination
Agreement to the applicable party, with respect to the Company, Holdco and SPAC, at the address set forth in Section 11.3
of the Business Combination Agreement, and, with respect to each Shareholder, at its address set forth on Exhibit A.


 





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15.
Termination. This Support Agreement shall terminate on the earlier of the Closing or the termination of the Business
Combination Agreement. No such termination shall relieve any Shareholder, SPAC, Holdco or the Company from any liability resulting
from a breach of this Support Agreement occurring prior to such termination.


 


16.
Adjustment for Stock Split. If, and as often as, there are any changes in the Shareholder Shares by way of stock
split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or
business combination, or by any other means, equitable adjustment shall be made to the provisions of this Support Agreement as
may be required so that the rights, privileges, duties and obligations hereunder shall continue with respect to each Shareholder,
SPAC, Holdco, the Company and the Shareholder Shares as so changed.


 


17.
Further Actions. Each of the parties hereto agrees to execute and deliver hereafter any further document, agreement
or instrument of assignment, transfer or conveyance as may be necessary or desirable to effectuate the purposes hereof and as
may be reasonably requested in writing by another party hereto.


 


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IN
WITNESS WHEREOF, the parties have executed this Support Agreement as of the date first written above.


 




	MOUNTAIN
    CREST ACQUISITION CORP. V
	 	 	 
	By:	/s/
Suying Liu	 
	Name: 	Suying
    Liu	 
	Title:	Chairman,
    Chief Executive Officer and Chief Financial Officer	 



 




	AUM
    BIOSCIENCES PTE. LTD.
	 	 	 
	By:	/s/ Vishal Doshi	 
	Name: 	Vishal Doshi	 
	Title:	Chairman,
CEO	 



 





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IN
WITNESS WHEREOF, the parties have executed this Support Agreement as of the date first written above.


 


Shareholders


 




	By:	/s/
    Vishal Doshi	 
	Name: 	Vishal
    Doshi	 



 




	By:	/s/
    Harish Dave	 
	Name: 	Harish
    Dave	 



 




	By:	/s/ Gurmukhdas Nanwani	 
	Name: 	Gurmukhdas
    Nanwani	 



 




	By:	/s/ Madhav Devalaraja	 
	Name: 	Madhav
    Devalaraja	 



 




	By:	/s/
Ross Horsburgh	 
	Name: 	Ross
    Horsburgh	 



 




	By:	/s/ John Patava	 
	Name: 	John
    Patava	 



 





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EXHIBIT
A


 


LIST
OF SHAREHOLDERS


 


	Shareholder	Number of Shares	Email for Notices	Address for Notices
	Vishal Doshi	2,926,813	                      	                      
	Harish Dave	2,341,451	                      	                      
	Gurmukhdas Nanwani	460,646	                      	                      
	Madhav Devalaraja	41,615	                      	                      
	Ross Horsburgh	73,033	                      	                      
	John Patava	295,800	                      	                      


 





    A-1


     


    

 


EXHIBIT
B


 


FORM
OF JOINDER AGREEMENT


 


This
Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining
Party”) in accordance with the Company Shareholder Support Agreement dated as of [●], 2022 (as the same may be
amended from time to time, the “Support Agreement”), by and among AUM Biosciences Pte. Ltd., a private company
limited by shares incorporated in Singapore, with company registration number 201810204D (the “Company”), and
Mountain Crest Acquisition Corp. V, a Delaware corporation (“SPAC”), and the other parties thereto. Capitalized
terms used, but not defined, herein shall have the meaning ascribed to such terms in the Support Agreement.


 


By
executing and delivering this Joinder Agreement to the Company and SPAC, the undersigned hereby agrees to become a party to, to
be bound by, and to comply with the Support Agreement as a Shareholder in the same manner as if the undersigned were an original
signatory to the Support Agreement; provided, however, that (i) the expressions of “the date hereof”
and “the date of this Support Agreement” or similar expressions in [Section 1, Section 3 and
Section 7] of the Support Agreement shall be deemed to be the date of this Joinder Agreement, and (ii) for purposes
of the Support Agreement and this Joinder Agreement, the Shareholder Shares owned by the Joining Party as of the date of this
Joinder Agreement shall be [●].


 


IN
WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.


 


Date:
_____, 202[ ]


 


[NAME
OF JOINING PARTY]


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


Notices
Information:


Address:


Email:


Attention:


 





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