Exhibit
10.1


 




AMENDMENT


TO
THE


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Amendment No. 1 (this “Amendment”), dated as of December 20, 2022, to the Investment Management Trust Agreement (as
defined below) is made by and between Mountain Crest Acquisition Corp. V (the “Company”) and Continental Stock Transfer
& Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned
to them in the Trust Agreement.


 


WHEREAS,
the Company and the Trustee entered into an Investment Management Trust Agreement, dated November 12, 2021 (the “Trust Agreement”);


 


WHEREAS,
Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances
described therein; and


 


WHEREAS,
at an Special Meeting of the Company held on December 20, 2022, the Company’s stockholders approved (i) a proposal to amend
the Company’s amended and restated certificate of incorporation (the “A&R COI”) giving the Company the right
to extend the date by which it has to consummate a business combination for three months from February 16, 2023 to May 16, 2023
and (ii) a proposal to amend the Trust Agreement to extend the term by which the Company has to consummate a business combination
to from February 16, 2023 to May 16, 2023 in exchange for the Company depositing $300,000 into the Trust Account as provided for
in the A&R COI.


 


NOW
THEREFORE, IT IS AGREED:


 


1. Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:



 


(i)
Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of
a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit
B, signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant
Secretary and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged
and agreed to by Chardan Capital Markets, LLC, and complete the liquidation of the Trust Account and distribute the Property in
the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that
in the event that a Termination Letter has not been received by the Trustee upon the date which is, the later of (1) May 16, 2023,
and (2) such later date as provided in the Company’s Amended and Restated Certificate of Incorporation (the “Last
Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached
as Exhibit B hereto and distributed to the Public Shareholders as of the Last Date.


 






     


     


    

 


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


 


	 	CONTINENTAL
STOCK TRANSFER & TRUST

                                                                  COMPANY, as Trustee

	 	 	 
	 	By:	/s/
Francis E. Wolf, Jr.
	 	Name:	Francis E. Wolf, Jr.
	 	Title:	Vice President
	 	 	 
	 	MOUNTAIN CREST ACQUISITION CORP.
    V
	 	 	 
	 	By:	/s/
Suying Liu
	 	Name:	Suying Liu
	 	Title:	Chief Executive Officer