Exhibit 10.42


 


[ROTH LETTERHEAD]


 


September 30, 2020


 


STRICTLY CONFIDENTIAL


 


Suying Liu


Mountain Crest Acquisition Corp.


311 West 43rd Street, 12th Floor


New York, NY 10036


 


Re:     Joinder Letter Agreement


 


Dear Mr. Liu:


 


This letter will confirm our
understanding (this “Joinder Agreement”) that Mountain Crest Acquisition Corp. (the “Company”) and
Craig-Hallum Capital Group LLC (“Craig-Hallum”) have agreed to add Roth Capital Partners, LLC (“Roth”)
as a party to that certain letter agreement, dated July 22, 2020, by and between the Company and Craig-Hallum (“Engagement Agreement”).
Pursuant to the terms of this Joinder Agreement, Roth shall be added to the Engagement Agreement as co-placement agent and co-financial
advisor with Craig-Hallum in connection with (i) a proposed merger, share exchange, asset acquisition, stock purchase, recapitalization,
reorganization or similar business combination by the Company and/or one of its subsidiaries with Playboy Enterprises, Inc. and/or one
or more of the subsidiaries or affiliates of Playboy (the “Business Combination”) and/or (ii) a proposed private placements,
backstop financings, or other financings by the Company of equity or equity-linked securities, convertible securities, or debt of the
Company (an “Offering”), which Offerings are being made in relation to, or in connection with, the Business Combination.


 


Notwithstanding anything to
the contrary set forth in the Engagement Agreement, the parties hereto agree that Craig-Hallum and Roth shall be deemed exclusive co-placement
agents and financial advisors and each shall be entitled to receive 50% of the economics paid by the Company pursuant to the Engagement
Agreement.


 


The parties hereby agree that
upon execution of this Joinder Agreement (a) Craig-Hallum and Roth shall be exclusive co-placement agents and co-financial advisors under
the Engagement Agreement, (b) Roth shall have all the same rights and obligations of Craig-Hallum under the Engagement Agreement as fully
and to the same extent as if Roth was an original signatory to the Engagement Agreement and (c) each party shall be deemed to have made
the representations and warranties set forth in the Engagement Agreement as of the date of execution and delivery of this Joinder Agreement.


 


The Engagement Agreement and
this Joinder Agreement shall not be modified, amended or terminated without the prior written consent of each of the parties hereto.





 






     


     


    

 


Roth understands that the
Company is a blank check company formed for the purpose of consummating a business combination as described in the Company’s final
prospectus, dated June 6, 2020 (the “Prospectus”). Roth further understands that the Company has established a trust
account in the United States, maintained by Continental Stock Transfer & Trust Company acting as trustee currently in an amount of
approximately $58.6 million for the benefit of its public stockholders (the "Trust Account”), and that the Company does
not have access to the funds in such Trust Account except under the circumstances set forth in the Prospectus. Roth agrees that if, the
Business Combination is not consummated, notwithstanding anything to the contrary in this Joinder Agreement, it does not have any right,
title, interest or claim of any kind in or to (i) any assets in the Trust Account, (ii) assets of the Company to the extent such right,
title, interest or claim would impair the amounts in the Trust Account or (iii) assets distributed from the Trust Account to the public
stockholders (each such right, title, interest or claim a "Claim"); including any Claim arising out of any other section
of this Joinder Agreement Roth may have in the future as a result of, or arising out of, this Joinder Agreement or any other negotiations,
contracts or agreements with the Company, and will not seek recourse against the Trust Account or the Company's public stockholders for
any reason whatsoever.


 


This Joinder Agreement shall
be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, Craig-Hallum and
Roth.


 


All notices and other communications
required hereunder shall be in writing and shall be deemed effectively given upon personal delivery; upon confirmed transmission by telecopy
or telex; or upon deposit with the United States Post Office, by first-class mail, postage prepaid, or otherwise delivered by hand or
by messenger, addressed (i) if to the Company or Craig-Hallum, as set forth and required in the Engagement Agreement, or (ii) if to Roth,
to Roth Capital Partners, LLC, 888 San Clemente Drive, Newport Beach, CA 92660, Attention: Richard Platt, Chief Compliance Officer and
General Counsel, or at such other address as Roth shall have furnished to the Company.


 


This Joinder Agreement may be executed in counterparts,
each of which shall be deemed an original agreement, but all of which together shall constitute one and the same instrument.


 


[SIGNATURE PAGE FOLLOWS]





 






     


     


    

 


If
the foregoing terms meet with your approval, please indicate your acceptance by signing and returning the attached copy of this letter
to us.


 


	 	Very truly yours,
	 	 
	 	ROTH CAPITAL PARTNERS, LLC
	 	 
	 	By:	/s/ Aaron Gurewitz
	 	Name:  	Aaron Gurewitz
	 	Its:	Head of Equity Capital Markets



 


	Accepted as of the date first above written:	 
	 	 
	Mountain Crest Acquisition Corp. 	 
	 	 
	By:	/s/ Suying Liu	 
	Name:  	Suying Liu

	 
	Its:	CEO	 
	 	 
	Craig-Hallum Capital Group LLC	 
	 	 
	By:	/s/ Rick Hartfiel	 
	Name:	Rick Hartfiel	 
	Its:	Head of Investment Banking