Exhibit 10.3


 


STOCK ESCROW AGREEMENT


 


This STOCK ESCROW AGREEMENT,
dated as of June 29, 2021 (“Agreement”), by and among MOUNTAIN CREST ACQUISITION CORP. IV, a Delaware corporation (“Company”),
and the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, a limited purpose trust company (“Escrow Agent”).


 


WHEREAS, the Company has
entered into an Underwriting Agreement, dated as of June 29, 2021 (“Underwriting Agreement”), with Network 1 Financial Securities, Inc.
(“Network 1”) acting as representative of the several underwriters (collectively, the “Underwriters”), pursuant
to which, among other matters, the Underwriters have agreed to purchase 5,000,000 units (“Units”) of the Company, plus an
additional 750,000 Units if the Underwriters exercise their over-allotment option in full. Each Unit consists of one share of common
stock of the Company, par value $0.0001 per share (the “Common Stock”) and one right to receive one-tenth (1/10) of a share
of common stock upon the consummation of an initial business combination, all as more fully described in the Company’s final Prospectus,
dated July 1, 2021 (“Prospectus”), comprising part of the Company’s Registration Statement on Form S-1 (File No. 333-256449)
under the Securities Act of 1933, as amended (“Registration Statement”), declared effective on June 29, 2021 (“Effective
Date”).


 


WHEREAS, the Initial Shareholders
have agreed as a condition of the sale of the Units to deposit their Insider Shares (as defined in the Prospectus), as set forth opposite
their respective names on Exhibit A attached hereto (collectively “Escrow Shares”), in escrow as hereinafter
provided.


 


WHEREAS, the Company and
the Initial Shareholders desire that the Escrow Agent accept the Escrow Shares, in escrow, to be held and disbursed as hereinafter provided.


 


IT IS AGREED:


 


1. Appointment of
Escrow Agent. The Company and the Initial Shareholders hereby appoint the Escrow Agent to act in accordance with and subject
to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject
to such terms.


 


2. Deposit of Escrow
Shares. On or prior to the date hereof, each of the Initial Shareholders delivered to the Escrow Agent certificates representing
such Initial Shareholder’s respective Escrow Shares, together with applicable share powers, to be held and disbursed subject to
the terms and conditions of this Agreement. Each of the Initial Shareholders acknowledges that the certificate representing such
Initial Shareholder’s Escrow Shares is legended to reflect the deposit of such Escrow Shares under this Agreement.


 


3. Disbursement of
the Escrow Shares.


 


3.1 The Escrow Agent shall
hold the Escrow Shares during the period (the “Escrow Period”) commencing on the date hereof and (i) for 50% of the
Escrow Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business
combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which
the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations
and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business
Combination and (ii) for the remaining 50% of the Escrow Shares, ending six months after the date of the consummation of an initial
Business Combination. The Company shall promptly provide notice of the consummation of a Business Combination to the Escrow Agent. Upon
completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Initial Shareholder’s Escrow Shares (and any
applicable share power) to such Initial Shareholder; provided, however, that if the Escrow Agent is notified by the Company pursuant
to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly
destroy the certificates representing the Escrow Shares; provided further, however, that if, within six months after the Company consummates
an initial Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange
or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common
Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board,
Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that
such transaction is then being consummated or such conditions have been achieved, as applicable, release the Escrow Shares to the Initial
Shareholders. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Shares
in accordance with this Section 3.1.


  






    


     


    

 


3.2 Notwithstanding Section 3.1,
if the Underwriters do not exercise their over-allotment option to purchase an additional 750,000 Units of the Company in full within
45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Shareholders agree that the Escrow Agent
shall return to the Company for cancellation, at no cost, the number of Escrow Shares held by the Initial Shareholders listed on Exhibit B determined
by multiplying (a) the product of (i) 187,500 multiplied by (ii) a fraction, (x) the numerator of which is the number
of Escrow Shares held by each such holder, and (y) the denominator of which is the total number of Escrow Shares, by (b) a
fraction, (i) the numerator of which is 750,000 minus the number of shares of Common Stock purchased by the Underwriters upon the
exercise of their over-allotment option, and (ii) the denominator of which is 750,000. The Company shall promptly provide notice
to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any,
purchased by the Underwriters in connection with their exercise thereof.


 


4. Rights of Initial
Shareholders in Escrow Shares.


 


4.1 Voting Rights as
a Shareholder. Subject to the terms of the Insider Letters described in Section 4.4 hereof and except as herein provided,
the Initial Shareholders shall retain all of their rights as shareholders of the Company during the Escrow Period, including, without
limitation, the right to vote such shares.


 


4.2 Dividends and Other
Distributions in Respect of the Escrow Shares. During the Escrow Period, all dividends payable in cash with respect to the Escrow
Shares shall be paid to the Initial Shareholders, but all dividends payable in stock or other non-cash property (“Non-Cash Dividends”)
shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term “Escrow Shares”
shall be deemed to include the Non-Cash Dividends distributed thereon, if any.


 


4.3 Restrictions on
Transfer. During the Escrow Period, the only permitted transfers of the Escrow Shares will be (1) to the Company’s
pre-IPO stockholders or their respective affiliates, or to the Company’s offices, directors, advisors and employees, (2) if
the Initial Shareholder is an entity, as a distribution to its, partners, stockholders or members upon its liquidation, (3) by bona
fide gift to a member of the Initial Shareholder’s immediate family or to a trust, the beneficiary of which is the Initial Shareholder
or a member of the Initial Shareholder’s immediate family for estate planning purposes, (4) by virtue of the laws of descent
and distribution upon death of the Initial Shareholder, (5) pursuant to a qualified domestic relations order, (6) by certain
pledges to secure obligations incurred in connection with purchases of the Company’s securities, (7) by private sales at prices
no greater than the price at which the Insider Shares were originally purchased or (8) for the cancellation of up to 187,500 shares
of Common Stock subject to forfeiture to the extent that the Underwriters’ over-allotment is not exercised in full or in part or
in connection with the consummation of our initial Business Combination, in each case (except for clause 8 or with our prior consent)
on the condition that such transfers may be implemented only upon the respective transferee’s written agreement to be bound
by the terms and conditions of this Agreement and of the Insider Letter (as defined below) signed by the Initial Shareholder transferring
the Escrow Shares.


 


4.4 Insider Letters. Each
of the Initial Shareholders has executed a letter agreement with Network 1 and the Company, dated as indicated on Exhibit C hereto,
and the form of which is filed as an exhibit to the Registration Statement (“Insider Letter”), respecting the rights and
obligations of such Initial Shareholder in certain events, including but not limited to the liquidation of the Company.


 






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5. Concerning the
Escrow Agent.


 





5.1 Good Faith Reliance. The
Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and
may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the
validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which
is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall
not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a
writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected,
unless it shall have given its prior written consent thereto.


 


5.2 Indemnification. The
Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses, including counsel fees and disbursements,
or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim which in any way, directly
or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, or the Escrow Shares held by it
hereunder, other than expenses or losses arising from the gross negligence or willful misconduct of the Escrow Agent. Promptly after
the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent
shall notify the other parties hereto in writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion,
may commence an action in the nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Shares
or it may deposit the Escrow Shares with the clerk of any appropriate court or it may retain the Escrow Shares pending receipt of a final,
non-appealable order of a court having jurisdiction over all of the parties hereto directing to whom and under what circumstances the
Escrow Shares are to be disbursed and delivered. The provisions of this Section 5.2 shall survive in the event the Escrow Agent
resigns or is discharged pursuant to Sections 5.5 or 5.6 below.


 


5.3 Compensation. The
Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered by it hereunder. The Escrow Agent
shall also be entitled to reimbursement from the Company for all expenses paid or incurred by it in the administration of its duties
hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and all taxes or other
governmental charges.


 


5.4 Further Assurances. From
time to time on and after the date hereof, the Company and the Initial Shareholders shall deliver or cause to be delivered to the Escrow
Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably
request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself
that it is protected in acting hereunder.


 


5.5 Resignation. The
Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto
written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time
that the Escrow Agent shall turn over, to a successor escrow agent appointed by the Company, the Escrow Shares held hereunder. If no
new escrow agent is so appointed within the 60-day period following the giving of such notice of resignation, the Escrow Agent may deposit
the Escrow Shares with any court it reasonably deems appropriate.


 


5.6 Discharge of Escrow
Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in writing
at any time by the other parties hereto, jointly, provided, however, that such resignation shall become effective only upon acceptance
of appointment by a successor escrow agent as provided in Section 5.5.


 


5.7 Liability. Notwithstanding
anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence or its
own willful misconduct.


 


5.8 Waiver. The
Escrow Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or
to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof,
by and between the Company and the Escrow Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment
or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 






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6. Miscellaneous.


 


6.1 Governing Law. This
Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of New York,
without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.


 


6.2 Third Party Beneficiaries. Each
of the Initial Shareholders hereby acknowledges that Network 1 is a third-party beneficiary of this Agreement and this Agreement may
not be modified or changed without the prior written consent of Network 1.


 


6.3 Entire Agreement. This
Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly provided
herein, may not be changed or modified except by an instrument in writing signed by the party to the charged.


 


6.4 Headings. The
headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation thereof.


 


6.5 Binding Effect. This
Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives, successors
and assigns.


 


6.6 Notices. Any
notice or other communication required or which may be given hereunder shall be in writing and either be delivered personally or be mailed,
certified or registered mail, or by private national courier service, return receipt requested, postage prepaid, and shall be deemed
given when so delivered personally or, if mailed, two days after the date of mailing, as follows:


 


	 	If to the Company,
    to:	Mountain Crest
    Acquisition Corp. IV
	 	 	311 West 43rd Street, 12th
    Floor
	 	 	New York, NY 10036
	 	 	Attn: Suying Liu, Chief
    Executive Officer


 


If to a Shareholder, to his
address set forth in Exhibit A.


 


	 	and if to the
    Escrow Agent, to:	Continental
    Stock Transfer & Trust Company
	 	 	30th floor, 1 State Street
	 	 	New York, New York 10004
	 	 	Attention: Francis Wolf


 


A copy (which copy shall
not constitute notice) sent hereunder shall be sent to:


 


	 	 	Network
    1 Financial Securities, Inc.
	 	 	2
    Bridge Ave #241
	 	 	Red
    Bank, NJ 07701
	 	 	Attn:
    Karen (Huiyun) Mu
	 	 	Fax: (732) 758-6671


 


	 	and:	Ortoli
    Rosenstadt LLP
	 	 	366
    Madison Ave 3rd floor
	 	 	New
    York, NY 10017
	 	 	Attn:
    Yarona L. Yieh
	 	 	Fax
    No.: (212) 588-0022


 


	 	and:	Loeb &
    Loeb LLP
	 	 	345 Park Avenue
	 	 	New York, New York 10154
	 	 	Attn: Mitchell S. Nussbaum, Esq.
    and Giovanni Caruso, Esq.
	 	 	Fax: (212) 407-4990


 


	 	 and:	Continental
    Stock Transfer & Trust Company
	 	 	30th floor, 1 State Street
	 	 	New York, New York 10004
	 	 	Attention: Francis Wolf


 






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The parties may change the
persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change in the
manner provided herein for giving notice.


 


6.7 Liquidation of
the Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company
in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus.


 


[Signature Page Follows]


 






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WITNESS the execution of
this Agreement as of the date first above written.


 


	 	COMPANY:
	 	 
	 	MOUNTAIN
    CREST ACQUISITION CORP. IV
	 	 	 
	 	By:	/s/ Suying
    Liu    
	 	 	Name: 	Suying
    Liu                          
	 	 	Title:	Chief
    Executive Officer


 


	 	INITIAL SHAREHOLDERS:

     

    MOUNTAIN CREST HOLDINGS IV LLC

	 	 
	 	 	/s/ Suying
    Liu  
	 	 	Name: 	Suying
    Liu                      
	 	 	Title:	Member


 


	 	 	/s/ Nelson
    Haight   
	 	 	Name: 	    Nelson
    Haight        


 


	 	 	/s/ Todd Milbourn               
	 	 	Name: 	 Todd
    Milbourn               


 


	 	 	/s/ Wenhua
    Zhang   
	 	 	Name: 	Wenhua
    Zhang                


 





	 	ESCROW AGENT:
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	By:	/s/ Francis Wolf
	 	 	Administrative Department



 


[Signature Page to
Stock Escrow Agreement]


 






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EXHIBIT A


 


Initial Shareholders


 


	Name of Initial
    Shareholder	 	 	Number
                                            of Shares	 	 	Date of Insider
    Letter
	Mountain Crest Holdings IV LLC	 	 	 1,431,500	 	 	June 29, 2021
	 Nelson Haight	 	 	 2,000	 	 	June 29, 2021
	 Todd Milbourn	 	 	 2,000	 	 	June 29, 2021
	 Wenhua Zhang	 	 	 2,000	 	 	June 29, 2021



 






    A-1


     


    

  


EXHIBIT B


 


Escrow Shares


  


	Name
    of Initial Shareholder	 	Number
    of Shares	 	Date
    of Insider Letter
	Mountain
    Crest Holdings IV LLC	 	 1,431,500	 	June 29,
    2021


 






    B-1


     


    

 


EXHIBIT C


 


Insider Letter


 June 29, 2021


 


Mountain Crest Acquisition Corp. IV


311 West 43rd Street, 12th Floor


New York, NY 10036


 


Network 1 Financial Securities, Inc.


2 Bridge Ave #241


Red Bank, NJ 07701


 


	 	Re:	Initial
    Public Offering


 


Gentlemen:


 


This letter is being delivered
to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between
Mountain Crest Acquisition Corp. IV, a Delaware corporation (the “Company”), and Network 1 Financial Securities, Inc.,
as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”),
relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”),
each comprised of one share of common stock of the Company, $0.0001 par value (the “Common Stock”) and one
right to receive one-tenth (1/10) of one share of Common Stock (the “Rights”). Certain capitalized terms used
herein are defined in paragraph 16 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such
IPO will confer upon the undersigned as a shareholder of the Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


1. If the Company solicits
approval of its shareholders of a Business Combination, the undersigned will vote all shares of Common Stock beneficially owned by him,
her or it, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2. (a) Unless the Company’s
shareholders are previously given the option to redeem their shares in connection with amending applicable documents to extend the time
that the Company has to complete a Business Combination and the Company fails to consummate a Business Combination within 12 months from
the closing of the Company’s IPO (or, in the event that the Company extended the period of time to consummate a business combination
up to 18 months from the closing of the Company’s IPO, as specified in the Company’s amended and restated certificate of
incorporation), the undersigned shall take all reasonable steps to (i) cause the Trust Fund to be liquidated and distributed to
the holders of the IPO Shares and (ii) cause the Company to liquidate as soon as reasonably practicable.


 


(b) The undersigned hereby
waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and any remaining net assets
of the Company as a result of such liquidation with respect to his, her or its Insider Shares including any shares underlying the Private
Units (“Claim”) and hereby waives any Claim the undersigned may have in the future as a result of, or arising
out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. The
undersigned acknowledges and agrees that there will be no distribution from the Trust Fund with respect to any Rights underlying the
Private Units, all of which will terminate on the Company’s liquidation.


 


3. In the event of the liquidation
of the Trust Fund, Mountain Crest Holdings IV LLC agrees to indemnify and hold harmless the Company against any and all loss, liability,
claims, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating,
preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) which the Company may become subject
as a result of any claim by any target business or vendor or other person who is owed money by the Company for services rendered or products
sold or contracted for, but only to the extent necessary to ensure that such loss, liability, claim, damage or expense does not reduce
the amount of funds in the Trust Fund; provided that such indemnity shall not apply if such target business, vendor
or other person has executed an agreement waiving any claims against the Trust Fund.


 






    


     


    

 


4. In the event that the Company
does not consummate a Business Combination and must liquidate and its remaining net assets are insufficient to complete such liquidation,
Mountain Crest Holdings IV LLC agrees to advance such funds necessary to complete such liquidation and agrees not to seek recourse for
such expenses.


 


5. The undersigned will escrow
all of his, her or its Insider Shares pursuant to the terms of a Stock Escrow Agreement, which the Company will enter into with the undersigned
and an escrow agent acceptable to the Company. After the underwriter exercises its over-allotment option in full, the remaining portion
of the underwriter’s over-allotment option is canceled, or the underwriter’s over-allotment option terminates, the undersigned
agrees to cancel a portion of the undersigned’s Insider Shares such that the total number of Insider Shares equals (i) .25
multiplied by (ii) the number of Units sold in the IPO.


 


6. The undersigned agrees that
until the Company consummates a Business Combination, the undersigned’s Private Units will be subject to the transfer restrictions
described in the Subscription Agreement relating to the undersigned’s Private Units.


 


7. In order to minimize potential
conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present to the Company for its consideration,
prior to presentation to any other person or entity, any suitable opportunity to acquire a target business, until the earlier of the
consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing fiduciary and contractual
obligations the undersigned might have.


 


8. The undersigned acknowledges
and agrees that prior to entering into a Business Combination with a target business that is affiliated with any Insiders of the Company
or their affiliates, including any company that is a portfolio company of, or otherwise affiliated with, or has received financial investment
from, an entity with which any Insider or their affiliates is affiliated, such transaction must be approved by a majority of the Company’s
disinterested independent directors and the Company must obtain an opinion from an independent investment banking firm that such Business
Combination is fair to the Company’s unaffiliated shareholders from a financial point of view.


 


9. Neither the undersigned,
any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive and will not accept any
compensation or other cash payment prior to, or for services rendered in connection with, the consummation of the Business Combination; provided that
the Company shall be allowed to repay working capital loans made by the undersigned to the Company in cash upon consummation of the Business
Combination. Notwithstanding the foregoing, the undersigned and any affiliate of the undersigned shall be entitled to reimbursement from
the Company for their out-of-pocket expenses incurred in connection with identifying, investigating and consummating a Business Combination.


 


10. Neither the undersigned,
any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive or accept a finder’s
fee or any other compensation in the event the undersigned, any member of the family of the undersigned or any affiliate of the undersigned
originates a Business Combination.


 


11. Each of the undersigned
officers and directors agrees to be a director or officer, as applicable of the Company until the earlier of the consummation by the
Company of a Business Combination or the liquidation of the Company. The undersigned’s biographical information previously furnished
to the Company and the Representative is true and accurate in all material respects, does not omit any material information with respect
to the undersigned’s biography and contains all of the information required to be disclosed pursuant to Item 401 of Regulation
S-K, promulgated under the Securities Act of 1933.]3 The FINRA Questionnaire of each of the undersigned officers and
directors previously furnished to the Company and the Representative is true and accurate in all material respects. Each of the undersigned
represents and warrants that:


 


	 	(a)	He, she or
    it has never had a petition under the federal bankruptcy laws or any state insolvency law been filed by or against (i) him,
    her or it, or any partnership in which he or she was a general partner at or within two years before the time of filing; or (ii) any
    corporation or business association of which he or she was an executive officer at or within two years before the time of such filing;


 






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	 	(b)	He, she or
    it has never had a receiver, fiscal agent or similar officer been appointed by a court for his business or property, or any such
    partnership;


 


	 	(c)	He, she or
    it has never been convicted of fraud in a civil or criminal proceeding;


 


	 	(d)	He, she or
    it has never been convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations
    and minor offenses);


 


	 	(e)	He, she or
    it has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of
    competent jurisdiction, permanently or temporarily enjoining or otherwise limiting him, her or it from (i) acting as a futures
    commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant,
    any other person regulated by the Commodity Futures Trading Commission (“CFTC”) or an associated person of any of the
    foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee
    of any investment company, bank, savings and loan association or insurance company, or from engaging in or continuing any conduct
    or practice in connection with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging
    in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal
    or state securities or federal commodities laws;


 


	 	(f)	He, she, or
    it has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or
    state authority barring, suspending or otherwise limiting for more than 60 days his, her or its right to engage in any activity described
    in 11(e)(i) above, or to be associated with persons engaged in any such activity;


 


	 	(g)	He, she, or
    it has never been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state
    securities law, where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;


 


	 	(h)	He, she, or
    it has never been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal commodities
    law, where the judgment in such civil action or finding by the CFTC has not been subsequently reversed, suspended or vacated;


 


	 	(i)	He, she, or
    it has never been the subject of, or a party to, any Federal, State or foreign judicial or administrative order, judgment, decree
    or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal, State or foreign
    securities or commodities law or regulation, (ii) any law or regulation respecting financial institutions or insurance companies
    including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or
    temporary or permanent cease-and desist order, or removal or prohibition order or (iii) any law or regulation prohibiting mail
    or wire fraud or fraud in connection with any business entity;


 


	 	(j)	He, she or
    it has never been the subject of, or party to, any sanction or order, not subsequently reversed, suspended or vacated, or any self-regulatory
    organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority
    over its members or persons associated with a member;


 






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	 	(k)	He, she or
    it has never been convicted of any felony or misdemeanor: (i) in connection with the purchase or sale of any security; (ii) involving
    the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker,
    dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;


 


	 	(l)	He, she or
    it was never subject to a final order of a state or foreign securities commission (or an agency of officer of a state performing
    like functions); a state or foreign authority that supervises or examines banks, savings associations, or credit unions; a state
    or foreign insurance commission (or an agency or officer of a state performing like functions); an appropriate federal or foreign
    banking agency; the CFTC; or the National Credit Union Administration that is based on a violation of any law or regulation that
    prohibits fraudulent, manipulative, or deceptive conduct;


 


	 	(m)	He, she or
    it has never been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the time of the sale
    of the Units, restrained or enjoined him, her or it from engaging or continuing to engage in any conduct or practice: (i) in
    connection with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC or any foreign
    regulatory agency with similar functions; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer,
    municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;


 


	 	(n)	He, she or
    it has never been subject to any order of the SEC or any foreign regulatory agency with similar functions that orders him, her or
    it to cease and desist from committing or causing a future violation of: (i) any scienter-based anti-fraud provision of the
    federal securities laws, including, but not limited to, Section 17(a)(1) of the Securities Act, Section 10(b) of
    the Exchange Act and Rule 10b-5 thereunder, Section 15(c) and Section 206(1) of the Advisers Act or any
    other rule or regulation thereunder; or (ii) Section 5 of the Securities Act;


 


	 	(o)	He, she or
    it has never filed (as a registrant or issuer), or been named as an underwriter in any registration statement or Regulation A offering
    statement filed with the SEC that was the subject of a refusal order, stop order, or order suspending the Regulation A exemption,
    or is, currently, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued;


 


	 	(p)	He, she or
    it has never been subject to a United States Postal Service false representation order, or is currently subject to a temporary restraining
    order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device
    for obtaining money or property through the mail by means of false representations;


 


	 	(q)	He, she or
    it is not subject to a final order of a state securities commission (or an agency of officer of a state performing like functions);
    a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an
    agency or officer of a state performing like functions); an appropriate federal banking agency; the CFTC; or the National Credit
    Union Administration that bars the undersigned from: (i) association with an entity regulated by such commission, authority,
    agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association
    or credit union activities;


 


	 	(r)	He, she or
    it is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of
    1934 (the “Exchange Act”) or section 203(e) or 203(f) of the Investment Advisers Act of 1940 (the “Advisers
    Act”) that: (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal securities dealer
    or investment adviser; (ii) places limitations on the activities, functions or operations of, or imposes civil money penalties
    on, such person; or (iii) bars the undersigned from being associated with any entity or from participating in the offering of
    any penny stock; and


 


	 	(s)	He, she or
    it has never been suspended or expelled from membership in, or suspended or barred from association with a member of, a securities
    self-regulatory organization (e.g., a registered national securities exchange or a registered national or affiliated securities association)
    for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade.


 






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12. The undersigned has full
right and power, without violating any agreement by which he, she or it is bound, to enter into this letter agreement and to serve as
a Director and/or officer of the Company, as applicable.


 


13. The undersigned hereby
waives his, her or its right to exercise redemption rights with respect to any shares of Common Stock owned or to be owned by the undersigned,
directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket, and agrees that he,
she or it will not seek redemption with respect to or otherwise sell, such shares in connection with any vote to approve a Business Combination
with respect thereto, a vote to amend the provisions of the Company’s Amended and Restated Certificate of Incorporation, or a tender
offer by the Company prior to a Business Combination.


 


14. The undersigned hereby
agrees to not propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation with
respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company
offers holders of IPO Shares the right to receive their pro rata portion of the funds then held in the Trust Fund.


 


15. In connection with Section 5-1401
of the General Obligations Law of the State of New York, this letter agreement shall be governed by, and construed in accordance with,
the laws of the State of New York without regard to principles of conflicts of law that would result in the application of the substantive
law of another jurisdiction. The parties hereto agree that any action, proceeding or claim arising out of or relating in any way to this
letter agreement shall be resolved through final and binding arbitration in accordance with the International Arbitration Rules of
the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute
Resolution’s offices in New York City, New York, will be conducted in English and will be decided by a panel of three arbitrators
selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any
court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together
with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or as otherwise directed by the
arbitrators.


 


16. As used herein, (i) a
“Business Combination” shall mean a merger, share exchange, asset acquisition, contractual arrangement,
share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities; (ii) “Insiders”
shall mean all officers, directors and shareholders of the Company immediately prior to the IPO; (iii) “Insider Shares”
shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO and any shares of Common Stock underlying
the Private Units; (iv) “IPO Shares” shall mean the shares of Common Stock issued in the Company’s
IPO; (v) “Private Units” shall mean (x) the Units purchased in the private placement taking place
simultaneously with the consummation of the Company’s IPO and (y) the additional Units that may be purchased in connection
with the exercise of the over-allotment option by the underwriters in the IPO as described in the Registration Statement; (vi) “Registration
Statement” means the registration statement on Form S-1 filed by the Company with respect to the IPO; and (vii) “Trust
Fund” shall mean the trust fund into which a portion of the net proceeds of the Company’s IPO will be deposited.


 


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


 


If to the Representative:


 





Network 1 Financial Securities, Inc.


2 Bridge Ave #241


Red Bank, NJ 07701


Attn: Karen (Huiyun) Mu


Facsimile: (732) 758-6671


 






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


 


Ortoli Rosenstadt
LLP


366 Madison
Ave 3rd floor


New York, NY
10017


Attn: Yarona
L. Yieh


Fax No.: (212)
588-0022


 


If to the Company:


 


Mountain Crest
Acquisition Corp. IV


311 West 43rd
Street, 12 Floor


New York, NY
10036


Attn: Suying
Liu, Chief Executive Officer


 


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


 


Loeb &
Loeb LLP 


345 Park Avenue


New York, NY
10154


Attn: Giovanni
Caruso, Esq.


Facsimile: (212)
407-4990


 


18. No party hereto may assign
either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other
party. 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 letter agreement shall be binding on the parties hereto and any successors and
assigns thereof.


 


19. The undersigned acknowledges
and understands that the Underwriters and the Company will rely upon the agreements, representations and warranties set forth herein
in proceeding with the IPO.


 


[Signature Page Follows]





 






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	Sincerely,	 


 


	 	

    Mountain Crest Holdings IV LLC
	 	 	 
	 	By:	/s/
    Suying Liu
	 	 	Name: Suying Liu
	 	 	Title: Chairman, Chief
    Executive Officer and Chief Financial Officer
	 	 	 
	 	DIRECTORS
    AND OFFICERS
	 	 	 
	 	By: 	/s/
    Suying Liu
	 	 	Suying Liu
	 	 	 
	 	By:	/s/
    Nelson Haight
	 	 	Nelson Haight
	 	 	 
	 	By:	/s/
    Todd Milbourn
	 	 	Todd Milbourn
	 	 	 
	 	By:	/s/
    Wenhua Zhang
	 	 	Wenhua Zhang


 


[SIGNATURE PAGE TO LETTER
AGREEMENT]


 






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