Exhibit 10.4


 


AMENDED
AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


THIS
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2022, is made
and entered into by and among [ ], a Cayman Islands exempted company (the “Company”), AUM Biosciences
Pte. Ltd., a private company limited by shares incorporated in Singapore, with company registration number 201810204D (“AUM”),
Mountain Crest Acquisition Corp. V, a Delaware corporation (the “SPAC”), Mountain Crest Global Holdings
LLC, a Delaware limited liability company (the “Sponsor”) and each of the other undersigned parties
listed as Existing Holders on the signature pages hereto (each such party, together with the Sponsor and any person or entity
deemed an “Existing Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of
this Agreement, an “Existing Holder” and, collectively, the “Existing Holders”)
and the undersigned parties listed as New Holders on the signature pages hereto (each such party, together with any person or
entity deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of
this Agreement, a “New Holder” and collectively the “New Holders”). Existing
Holders, collectively with New Holders, are referred to herein as “Holders.” Capitalized terms used
but not otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Business Combination Agreement
(as defined below).


 


RECITALS


 


WHEREAS,
on November 12, 2021, the SPAC, the Sponsor and certain other parties thereto entered into that certain Registration Rights
Agreement (the “Existing Registration Rights Agreement”), pursuant to which the SPAC granted the Existing
Holders certain registration rights with respect to certain securities of the Company;


 


WHEREAS,
on October [      ], 2022, AUM and SPAC 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, AUM will incorporate the Company, and the Company upon incorporation will form a private company limited by
shares incorporated in Singapore as a direct wholly-owned subsidiary of the Company (“Amalgamation Sub”)
and a Delaware corporation as a direct wholly-owned subsidiary of the Company (“Merger Sub”). Amalgamation
Sub will amalgamate with and into AUM, with AUM continuing as the surviving corporation of the amalgamation and a direct wholly-owned
subsidiary of the Company (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 the Company (the “SPAC Merger” and together with the Amalgamation,
the “Transactions” or “Mergers,” or “Merger” as
applicable);


 


WHEREAS,
in connection with the Amalgamation contemplated by the Business Combination Agreement and subject to the terms and conditions
set forth therein, the Existing Holders and New Holders shall be issued ordinary shares, par value $[0.0001] per share, of the
Company (“Ordinary Shares”), in each case, in such amounts and subject to such terms and conditions
as set forth in the Business Combination Agreement;


 


WHEREAS,
in connection with the SPAC Merger contemplated by the Business Combination Agreement and subject to the terms and conditions
set forth therein, the holders of SPAC Common Stock (as defined below) shall be issued Ordinary Shares, in each case, in such
amounts and subject to such terms and conditions as set forth in the Business Combination Agreement;


 


WHEREAS,
pursuant to Section 6.7 of the Existing Registration Rights Agreement, no amendment, modification or termination of the Existing
Registration Rights Agreement shall be binding upon any party unless executed in writing by such party;


 


WHEREAS,
in connection with the Mergers, the SPAC, Sponsor and the other parties to the Existing Registration Rights Agreement desire to
amend and restate the Existing Registration Rights Agreement in order to provide the Existing Holders and the New Holders certain
registration rights with respect to certain securities of the Company, as set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:


 





     


     


    

 


ARTICLE
I


DEFINITIONS


 


1.1
Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective
meanings set forth below:


 


“Adverse
Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith
judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the
Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration
Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances
under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were
not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.


 


“Agreement”
shall have the meaning given in the Preamble.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Business
Combination” shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or
other similar business combination with one or more businesses, involving the SPAC.


 


“Commission”
shall mean the United States Securities and Exchange Commission.


 


“Common
Stock” shall mean common stock of SPAC, par value $0.0001 per share.


 


“Company”
shall have the meaning given in the Preamble.


 


“Demand
Registration” shall have the meaning given in subsection 2.1.1.


 


“Demanding
Holder” shall have the meaning given in subsection 2.1.1.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Existing
Holders” shall have the meaning given in the Preamble.


 


“Form
F-1” shall have the meaning given in subsection 2.1.1.


 


“Form
F-3” shall have the meaning given in section 2.3.


 


“Insider
Shares” shall mean 1,725,000 shares of the SPAC’s Common Stock initially purchased by the Sponsor and other
initial stockholders. The term “Insider Shares” shall be deemed to include the shares of Common Stock issuable upon
conversion thereof.


 


“Insider
Shares Lock-up Period” shall mean, with respect to 50% of the Insider Shares, the period ending on the earlier of
six months after the consummation of the SPAC’s Business Combination and the date on which the closing price of the shares
equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the
like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the
remaining 50% of the Insider Shares, until the six months after the consummation of a Business Combination, or earlier, in either
case, if, subsequent to a Business Combination, the SPAC completes a liquidation, merger, stock exchange or other similar transaction
which results in all of the SPAC’s stockholders having the right to exchange their shares of common stock for cash, securities
or other property.


 


“Holders”
shall have the meaning given in the Preamble.


 





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“Insider
Letter” shall mean that certain letter agreement, dated as of November 12, 2021, by and among the Sponsor and
each of the SPAC’s officers and directors.


 


“Maximum
Number of Securities” shall have the meaning given in subsection 2.1.4.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration
Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the light of the circumstances
under which they were made) not misleading.


 


“New
Holder Lock-up Period” shall mean, with respect to the Ordinary Shares issued to the New Holders at or in connection
with Closing which constitute the Merger Consideration Shares, the period ending one hundred eighty (180) days after the Closing
Date of the Mergers.


 


“New
Holders” shall have the meaning given in the Preamble.


 


Ordinary
Shares” shall have the meaning given in the Recitals hereto.


 


“Permitted
Transferees” shall mean (i) any person or entity to whom a Holder of Registrable Securities is permitted to transfer
such Registrable Securities prior to the expiration of the Insider Shares Lock-up Period, the New Holder Lock-up Period or Private
Placement Lock-up Period, as the case may be, under the Insider Letter, the Private Placement Units Subscription Agreements, this
Agreement, the SPAC Amended and Restated Bylaws and any other applicable agreement between such Holder and the Company, and to
any transferee thereafter and (b) with respect to a New Holder, any of such New Holder’s Affiliates or any fund or investment
account managed by such New Holder or the same management company that manages such New Holder; provided, that such transferee
to which a transfer is being made pursuant to clause (a) or (b) above, if not a Holder, enters into a written agreement with the
Company agreeing to be bound to the restrictions set forth herein.


 


“Piggyback
Registration” shall have the meaning given in subsection 2.2.1.


 


“Private
Placement Lock-up Period” shall mean, with respect to Private Placement Units that are held by the initial purchasers
of such Private Placement Units or their Permitted Transferees, and any of the Common Stock issued or issuable upon the exercise
or conversion of the Private Placement Units and that are held by the initial purchasers of the Private Placement Units or their
Permitted Transferees, the period ending 30 days after the completion of the SPAC’s initial Business Combination.


 


“Private
Placement Units” shall mean 223,000 private units that the Sponsor purchased, at a price of $10.00 per unit pursuant
to the Private Placement Units Subscription Agreement (as defined below).


 


“Private
Placement Units Subscription Agreement” shall mean the Subscription Agreement entered by the SPAC and the Sponsor
on November 12, 2021.


 


“Pro
Rata” shall have the meaning given in subsection 2.1.4.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as
amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable
Security” shall mean (a) the Insider Shares and the Ordinary Shares issued or issuable upon the conversion of any
Insider Shares, (b) the Private Placement Units (and underlying shares of the Common Stock or the Ordinary Shares, as applicable),
(c) any outstanding Ordinary Shares or any other equity security (including the Ordinary Shares issued or issuable upon the exercise
or conversion of any other equity security) of the Company held by a Holder immediately following the Closing (including, for
avoidance of doubt, all Ordinary Shares to be issued to the New Holders and the Existing Holders at the Merger Effective Time
pursuant to the Business Combination Agreement), (d) the 177,900 shares of the SPAC’s Common Stock issued to the underwriter
of the SPAC’s IPO as representative shares, (e) any securities issuable upon conversion of loans from Existing Holders to
the Company, if any, and (f) any other equity security of the Company issued or issuable with respect to any of the securities
described in the foregoing clauses (a) – (e) by way of a stock dividend or stock split or in connection with a combination
of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular
Registrable Security, such security shall cease to be a Registrable Security when: (A) a Registration Statement with respect to
the sale of such security shall have become effective under the Securities Act and such security shall have been sold, transferred,
disposed of or exchanged in accordance with such Registration Statement; (B) such security shall have been otherwise transferred,
a new certificate for such security not bearing a legend restricting further transfer shall have been delivered by the Company
and subsequent public distribution of such security shall not require registration under the Securities Act; (C) such security
shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated
under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions
or limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution
or other public securities transaction.


 





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“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the
requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement
becoming effective.


 


“Registration
Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(A)
all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory
Authority, Inc.) and any securities exchange on which the Ordinary Shares are then listed;


 


(B)
fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the
Underwriters in connection with blue sky qualifications of Registrable Securities);


 


(C)
printing, messenger, telephone and delivery expenses;


 


(D)
reasonable fees and disbursements of counsel for the Company;


 


(E)
reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection
with such Registration; and


 


(F)
reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating
a Demand Registration to be registered for offer and sale in the applicable Registration.


 


“Registration
Statement” shall mean any registration statement filed by the Company with the Commission in compliance with the
Securities Act and the rules and regulations promulgated thereunder (other than a Registration Statement on Form S-4/F-4 or Form
S-8, or their successors), which registration statement covers the Registrable Securities pursuant to the provisions of this Agreement,
including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements
to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“Requesting
Holder” shall have the meaning given in subsection 2.1.1.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


“Sponsor”
shall have the meaning given in the Recitals hereto.


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part
of such dealer’s market-making activities.


 


“Underwritten
Registration” or “Underwritten Offering” shall mean a Registration in which securities
of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.


 





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ARTICLE
II


REGISTRATIONS


 


2.1
Demand Registration.


 


2.1.1
Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof,
at any time and from time to time on or after the date the SPAC consummates a Business Combination, either (i) the Sponsor as
a majority-in-interest holder of Registrable Securities held by the Existing Holders, their affiliates and transferees, or (ii)
the holders of a majority-in-interest of the Registrable Securities held by the New Holders, their affiliates and transferees
(the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable
Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the
intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company
shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of
Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion
of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes
all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”)
shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company.
Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled
to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall file,
as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the
Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders
pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to file more than an aggregate of
three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable
Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form F-1 or any
similar long-form registration statement that may be available at such time (“Form F-1”) has become
effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting
Holders in such Form F-1 Registration have been sold, in accordance with Section 3.1 of this Agreement. For the avoidance
of doubt, (a) the holders of a majority in interest of the Registrable Securities held by the Existing Holders are permitted to
exercise one (1) Demand Registration pursuant to this Section 2.1.1 with respect to their respective Registrable Securities,
and (b) the holders of a majority in interest of the Registrable Securities held by the New Holders are permitted to exercise
two Demand Registrations pursuant to this Section 2.1.1 with respect to their respective Registrable Securities.


 


2.1.2
Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this
Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration
Statement filed with the Commission with respect to a Registration pursuant to the Demand Registration has been declared effective
by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided,
further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities
in a Registration pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission, federal
or state court or any other governmental agency, the Registration Statement with respect to such Demand Registration shall be
deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise
terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively
elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days,
of such election; and provided, further, that the Company shall not be obligated or required to file another Registration
Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand
Registration becomes effective or is subsequently terminated.


 


2.1.3
Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if
a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of
the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right
of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned
upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities
in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities
through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary
form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating
the Demand Registration.


 





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2.1.4
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant
to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing
that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire
to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary
Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration
rights held by any other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of
equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing,
the distribution method, or the probability of success of the Underwritten Offering (such maximum dollar amount or maximum number
of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include
in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders
(if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if
any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding
Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein
as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to
the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities
of Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested) exercising their
rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, without exceeding the Maximum
Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without
exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities
that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons
and that can be sold without exceeding the Maximum Number of Securities.


 


2.1.5
Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest
of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw
from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company
and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness
of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant
to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for
the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal
under this subsection 2.1.5.


 


2.2
Piggyback Registration.


 


2.2.1
Piggyback Rights. If, at any time on or after the date the SPAC consummates a Business Combination, the Company proposes
to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other
obligations exercisable or exchangeable for, or convertible into, equity securities, for its own account or for the account of
shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant
to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option
or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders,
(iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan,
then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as
practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall
(A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the
name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable
Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing
within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”).
The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use
its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit
the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in such Piggyback
Registration on the same terms and conditions as any similar securities of the Company included in such Piggyback Registration
and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution
thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1
shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering
by the Company.


 





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2.2.2
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is
to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in
the Piggyback Registration in writing that the dollar amount or number of the securities that the Company desires to sell, taken
together with (i) the Ordinary Shares or other equity securities, if any, as to which Registration has been demanded pursuant
to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder,
(ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii)
the Ordinary Shares or other equity securities, if any, as to which Registration has been requested pursuant to separate written
contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:


 


(a)
If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first,
the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum
Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to
subsection 2.2.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary
Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of
other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;


 


(b)
If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the
Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such requesting
persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number
of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause
(A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1,
pro rata based on the number of Registrable Securities that each Holder has requested be included in such Underwritten Registration
and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration,
which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities that the Company
desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the
Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity
securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written
contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.


 


2.2.3
Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback
Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if
any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration
Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination
or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration
Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such
Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration
Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.


 





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2.2.4
Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2
hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 


2.3
Registrations on Form F-3. Any Holder of Registrable Securities may at any time, and from time to time, request in writing
that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission),
register the resale of any or all of their Registrable Securities on Form F-3 or any similar short form registration statement
that may be available at such time (“Form F-3”); provided, however, that the Company shall
not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt
of a written request from a Holder or Holders of Registrable Securities for a Registration on Form F-3, the Company shall promptly
give written notice of the proposed Registration on Form F-3 to all other Holders of Registrable Securities, and each Holder of
Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such
Registration on Form F-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the
notice from the Company. As soon as practicable thereafter, but not more than thirty (30) days after the Company’s initial
receipt of such written request for a Registration on Form F-3, the Company shall register all or such portion of such Holder’s
Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of
any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders;
provided, however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3
hereof if (i) a Form F-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with
the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable
Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000.


 


2.4
Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s
good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date
of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt
of a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable
efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration
and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in
the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as
a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall
furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board
it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is
therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer
such filing for a period of not more than thirty (30) days; provided, however, that the Company shall not defer
its obligation in this manner more than once in any 12-month period.


 


ARTICLE
III


COMPANY
PROCEDURES


 


3.1
General Procedures. If at any time on or after the date the SPAC consummates a Business Combination the Company is required
to effect the Registration of Registrable Securities, the Company shall use its commercially reasonable efforts to effect such
Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and
pursuant thereto the Company shall, as soon as reasonably practicable:


 


3.1.1
prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities
and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until
all Registrable Securities covered by such Registration Statement have been sold;


 





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3.1.2
prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by the majority-in-interest of the Holder or any Underwriter of Registrable
Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company
or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable
Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such
Registration Statement or supplement to the Prospectus;


 


3.1.3
prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the
Underwriters, if any, and each Holder of Registrable Securities included in such Registration, and each such Holder’s legal
counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement
(in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such
Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and each Holder of
Registrable Securities included in such Registration or the legal counsel for any such Holders may reasonably request in order
to facilitate the disposition of the Registrable Securities owned by such Holders;


 


3.1.4
prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the
Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions
in the United States as any Holder of Registrable Securities included in such Registration Statement (in light of their intended
plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration
Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business
and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders
of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities
in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business
in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general
service of process or taxation in any such jurisdiction where it is not then otherwise so subject;


 


3.1.5
cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar
securities issued by the Company are then listed;


 


3.1.6
provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the
effective date of such Registration Statement;


 


3.1.7
advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the
issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or
threatening of any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of
any stop order or to obtain its withdrawal if such stop order should be issued;


 


3.1.8
at least three (3) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such
Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement
or Prospectus, furnish a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation,
providing copies promptly upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus;


 


3.1.9
notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the
Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as
then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 


3.1.10
to the extent customary for a transaction of its type, permit a representative of the Holders (such representative to be selected
by a majority of the participating Holders), the Underwriters, if any, and any attorney or accountant retained by such Holders
or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement, and
cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative,
Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives
or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to
the release or disclosure of any such information; and provided further, the Company may not include the name of any Holder
or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement or Prospectus, any amendment
or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such Registration
Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Holder or Underwriter
and providing each such Holder or Underwriter a reasonable amount of time to review and comment on such applicable document, which
comments the Company shall include unless contrary to applicable law;


 





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3.1.11
obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of
an Underwritten Registration which the participating Holders may rely on, in customary form and covering such matters of the type
customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory
to a majority-in-interest of the participating Holders;


 


3.1.12
on the date the Registrable Securities are delivered for sale pursuant to such Registration, to the extent customary for a transaction
of its type, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed
to the participating Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters
with respect to the Registration in respect of which such opinion is being given as the participating Holders, placement agent,
sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters,
and reasonably satisfactory to a majority in interest of the participating Holders;


 


3.1.13
in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing Underwriter of such offering;


 


3.1.14
make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least
twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of
the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder
(or any successor rule promulgated thereafter by the Commission);


 


3.1.15
if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use
its reasonable efforts to make available senior executives of the Company to participate in customary “road show”
presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and


 


3.1.16
otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating
Holders, consistent with the terms of this Agreement, in connection with such Registration.


 


Notwithstanding
the forgoing, the Company shall not be required to provide any documents or information to an Underwriter, sales agent or placement
agent if such Underwriter, sales agent or placement agent has not then been named with respect to the applicable Underwritten
Offering or other offering involving a Registration as an Underwriter, sales agent or placement agent, as applicable.


 


3.2
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged
by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such
as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in
the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the
Holders.


 


3.3
Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity
securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell
such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes
and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other
customary documents as may be reasonably required under the terms of such underwriting arrangements.


 





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3.4
Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement
or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until
it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company
hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice),
or until it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness
or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse
Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company
for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders,
delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time,
but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event
the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of
the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to
sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it
exercised its rights under this Section 3.4 and, upon the expiration of any such period, the Holders shall be entitled
to resume the use of any such Prospectus in connection with any sale or offer to sell Registrable Securities.


 


3.5
Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall
be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within
the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a)
or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company
further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from
time to time to enable such Holder to sell Ordinary Shares held by such Holder without registration under the Securities Act within
the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated
thereafter by the Commission). Upon the request of any Holder, the Company shall deliver to such Holder a written certification
of a duly authorized officer as to whether it has complied with such requirements.


 


ARTICLE
IV


INDEMNIFICATION
AND CONTRIBUTION


 


4.1
Indemnification.


 


4.1.1
The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors
and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities
and out-of-pocket expenses (including reasonable attorneys’ fees) caused by any untrue or alleged untrue statement of material
fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto
or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by
such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person
who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with
respect to the indemnification of the Holder.


 


4.1.2
In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall
furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with
any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors
and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses,
claims, damages, liabilities and out-of-pocket expenses (including without limitation reasonable attorneys’ fees) resulting
from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any
amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information
or affidavit so furnished in writing by or on behalf of such Holder expressly for use therein; The Holders of Registrable Securities
shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning
of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company. For the
avoidance of doubt, the obligation to indemnify under this Section 4.1.2 shall be several, not joint and several,
among the Holders of Registrable Securities, and the total indemnification liability of a Holder under this Section 4.1.2
shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities
pursuant to such Registration Statement.


 





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4.1.3
Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s
right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless
in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties
may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability
for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An
indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees
and expenses of more than one counsel (plus local counsel) for all parties indemnified by such indemnifying party with respect
to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified
party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of
the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects
by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which
settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation.


 


4.1.4
The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made
by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive
the transfer of securities.


 


4.1.5
If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein,
then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by
the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate
to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations.
The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether
any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the
indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to
correct or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5
shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability.
The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include,
subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other
fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5
were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations
referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was
not guilty of such fraudulent misrepresentation.


 





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ARTICLE
V


MISCELLANEOUS


 


5.1
Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States
mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery
in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, facsimile or electronic
mail. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently
given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is
mailed and, in the case of notices delivered by courier service, hand delivery, facsimile or electronic mail, at such time as
it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused
by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to:
c/o AUM Biosciences Pte. Ltd., 10 Anson Road, # 24-16 A/B International Plaza, Singapore 079903, Email: vishald@aumbiosciences.com,
Attention: Vishal Doshi, and, if to any Holder, at such Holder’s address or contact information as set forth in the Company’s
books and records. Any party may change its address for notice at any time and from time to time by written notice to the other
parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in
this Section 5.1.


 


5.2
Assignment; No Third-Party Beneficiaries.


 


5.2.1
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company
in whole or in part.


 


5.2.2
Prior to the expiration of the Insider Shares Lock-up Period, New Holder Lock-up Period or the Private Placement Lock-up Period,
as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in
whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but
only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement, the Insider
Letter, the Private Placement Units Subscription Agreements and other applicable agreements (but only to the extent such Holder
is a party thereto).


 


5.2.3
This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors
and the permitted assigns of the Holders, which shall include Permitted Transferees.


 


5.2.4
This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set
forth in this Agreement and Section 5.2 hereof.


 


5.2.5
No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate
the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1
hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the
terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).
Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.


 


5.3
Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which when so executed shall
be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution,”
signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document
related to this Agreement shall include images of manually executed signatures transmitted by facsimile or other electronic format
(including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including,
without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation,
any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the
same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system
to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any
state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.


 





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5.4
Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE
PARTIES EXPRESSLY AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS
APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE
ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF DELAWARE.


 


5.5
Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest
of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth
in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided,
however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely
in its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other
Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the
Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or
remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial
exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other
rights or remedies hereunder or thereunder by such party.


 


5.6
Other Registration Rights. Other than registration rights granted under the PIPE Subscription Agreements and the Private
Placement Units Subscription Agreements, the Company represents and warrants that no person, other than a Holder of Registrable
Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities
of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any
other person. Further, other than registration rights granted under the PIPE Subscription Agreements and the Private Placement
Units Subscription Agreements, the Company represents and warrants that this Agreement supersedes any other registration rights
agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements
and this Agreement, the terms of this Agreement shall prevail.


 


5.7
Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii)
the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event
prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any
successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell
the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount
of securities sold or the manner of sale and without compliance with the current public reporting requirements set forth under
Rule 144(i)(2). The provisions of Section 3.5 and Article IV shall survive any termination.


 


[Signature
Pages Follow]


 





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IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	[                                         ]
	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 
	 	 
	 	AUM:
	 	 
	 	AUM
    Biosciences Pte. Ltd.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	SPAC:
	 	 
	 	Mountain
    Crest Acquisition Corp. V
	 	 
	 	By:	 
	 	Name:	Suying Liu
	 	Title:	Chairman,
    Chief Executive Officer and Chief Financial Officer



 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 





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IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	SPONSOR
    AND OTHER EXISTING HOLDERS:
	 	 
	 	Mountain
    Crest Global Holdings LLC
	 	 	 
	 	By:	 
	 	Name:	Suying Liu
	 	Title:	Chairman, Chief Executive
    Officer and Chief Financial Officer
	 	 
	 	Chardan
    Capital Markets, LLC
	 	 	 
	 	By:	 
	 	Name:	Steve Urbach
	 	Title:	CEO
	 	 
	 	 
	 	Suying
    Liu 
	 	 
	 	 
	 	Nelson
    Haight 
	 	 
	 	 
	 	Todd T.
    Milbourn 
	 	 	 
	 	 
	 	Wenhua
    Zhang 



 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 





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IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	NEW
    HOLDERS:
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 





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