UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2021 • Mountain Crest Acquisition Corp. V • Blank checks • New York
Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 18th, 2021 • Mountain Crest Acquisition Corp. V • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [●] day of November, 2021, by and among Mountain Crest Acquisition Corp. V, a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • November 18th, 2021 • Mountain Crest Acquisition Corp. V • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November [●], 2021, by and between Mountain Crest Acquisition Corp. V, a Delaware corporation (the “Company”), and the undersigned directors and officers of the Company (“Indemnitee”).
RIGHTS AGREEMENTRights Agreement • November 18th, 2021 • Mountain Crest Acquisition Corp. V • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of November 12, 2021 between Mountain Crest Acquisition Corp. V, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (the “Right Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 18th, 2021 • Mountain Crest Acquisition Corp. V • Blank checks • New York
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
November [●], 2021 Mountain Crest Acquisition Corp. V 311 West 43rd Street, 12th Floor New York, NY 10036 Chardan Capital Markets, LLC 17 State Street, Suite 1600 New York, NY 10004Mountain Crest Acquisition Corp. V • November 18th, 2021 • Blank checks
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. V, a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, 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.
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 9th, 2021 • Mountain Crest Acquisition Corp. V • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of _______, 2021 (“Agreement”), by and among MOUNTAIN CREST ACQUISITION CORP. V, a Delaware corporation (“Company”), and the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
LIABILITY CONVERSION AGREEMENTLiability Conversion Agreement • September 19th, 2023 • Mountain Crest Acquisition Corp. V • Blank checks
This LIABILITY CONVERSION AGREEMENT (this “Agreement”) is made as of September 13, 2023 by and between Mountain Crest Acquisition Corp. V, a Delaware corporation (the “Company”), and XXX, a Wyoming limited liability company (the “Holder”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 18th, 2021 • Mountain Crest Acquisition Corp. V • Blank checks • New York
AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • April 19th, 2023 • Mountain Crest Acquisition Corp. V • Blank checks
THIS AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT (this “Amendment No. 3”) is made as of April 19, 2023 (the “Amendment Date”) by and among Mountain Crest Acquisition Corp. V, a Delaware corporation (“SPAC”), AUM Biosciences Limited, a Cayman Islands exempted company (“Holdco”), AUM Biosciences Subsidiary Pte. Ltd., a private company limited by shares incorporated in Singapore, with company registration number 202238778Z and a direct wholly-owned subsidiary of Holdco (“Amalgamation Sub”), AUM Biosciences Delaware Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Holdco (“Merger Sub”), and AUM Biosciences Pte. Ltd., a private company limited by shares incorporated in Singapore, with company registration number 201810204D (the “Company”). Each of SPAC, the Company, Holdco, Amalgamation Sub and Merger Sub shall individually be referred to herein as a “Party” and, collectively, the “Parties.” Capitalized terms used herein and not otherwise defined shall
AMENDMENT TO PROMISSORY NOTEPromissory Note • August 21st, 2023 • Mountain Crest Acquisition Corp. V • Blank checks
THIS AMENDMENT TO PROMISSORY NOTE (this “Agreement”), dated as of May 16, 2023, by and between Mountain Crest Acquisition Corp. V, a Delaware corporation and blank check company (the “Maker”), and Mountain Crest Global Holdings LLC (the “Payee”).
AMENDMENT #2 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • March 30th, 2023 • Mountain Crest Acquisition Corp. V • Blank checks
THIS AMENDMENT #2 TO BUSINESS COMBINATION AGREEMENT (this “Amendment #2”) is made as of March 30, 2023 (the “Amendment Date”) by and among Mountain Crest Acquisition Corp. V, a Delaware corporation (“SPAC”), AUM Biosciences Limited, a Cayman Islands exempted company (“Holdco”), AUM Biosciences Subsidiary Pte. Ltd., a private company limited by shares incorporated in Singapore, with company registration number 202238778Z and a direct wholly-owned subsidiary of Holdco (“Amalgamation Sub”), AUM Biosciences Delaware Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Holdco (“Merger Sub”), and AUM Biosciences Pte. Ltd., a private company limited by shares incorporated in Singapore, with company registration number 201810204D (the “Company”). Each of SPAC, the Company, Holdco, Amalgamation Sub and Merger Sub shall individually be referred to herein as a “Party” and, collectively, the “Parties.” Capitalized terms used herein and not otherwise defined shall have t
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 20th, 2022 • Mountain Crest Acquisition Corp. V • Blank checks • Delaware
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 Hold
NOTE CONVERSION AGREEMENTNote Conversion Agreement • September 19th, 2023 • Mountain Crest Acquisition Corp. V • Blank checks
This NOTE CONVERSION AGREEMENT (this “Agreement”) is made as of September 13, 2023 by and between Mountain Crest Acquisition Corp. V, a Delaware corporation (the “Company”), and Mountain Crest Global Holdings, LLC, a Delaware limited liability company (the “Holder”).
BUSINESS COMBINATION AGREEMENT by and between MOUNTAIN CREST ACQUISITION CORP. V, and AUM BIOSCIENCES PTE. LTD. dated as of October 19, 2022Business Combination Agreement • October 20th, 2022 • Mountain Crest Acquisition Corp. V • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of October 19, 2022, is made and entered into by and between Mountain Crest Acquisition Corp. V, a Delaware corporation (“SPAC”) and AUM Biosciences Pte. Ltd., a private company limited by shares incorporated in Singapore, with company registration number 201810204D (the “Company”). Certain terms used in this Agreement are used as defined in Section 1.1.
MOUNTAIN CREST ACQUISITION CORP. V 311 West 43rd Street, 12th Floor New York, NY 10036Mountain Crest Acquisition Corp. V • October 7th, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Mountain Crest Acquisition Corp. V (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Mountain Crest Global Holdings LLC (“Sponsor”) shall make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 311 West 43rd Street, 12th Floor, New York, NY 10036 (or any successor location). In exchange therefore, the Company shall pay Sponsor a sum not to exceed $10,000 per month, respectively, on the Effective Date and continuing monthly thereafte
AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • February 13th, 2023 • Mountain Crest Acquisition Corp. V • Blank checks
THIS AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made as of February 10, 2023 (the “Amendment Date”) by and among Mountain Crest Acquisition Corp. V, a Delaware corporation (“SPAC”), AUM Biosciences Limited, a Cayman Islands exempted company (“Holdco”), AUM Biosciences Subsidiary Pte. Ltd., a private company limited by shares incorporated in Singapore, with company registration number 202238778Z and a direct wholly-owned subsidiary of Holdco (“Amalgamation Sub”), AUM Biosciences Delaware Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Holdco (“Merger Sub”), and AUM Biosciences Pte. Ltd., a private company limited by shares incorporated in Singapore, with company registration number 201810204D (the “Company”). Each of SPAC, the Company, Holdco, Amalgamation Sub and Merger Sub shall individually be referred to herein as a “Party” and, collectively, the “Parties.” Capitalized terms used herein and not otherwise defined shall have the
MOUNTAIN CREST ACQUISITION CORP. V 311 West 43rd Street, 12th Floor New York, NY 10036Mountain Crest Acquisition Corp. V • November 18th, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Mountain Crest Acquisition Corp. V (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Mountain Crest Global Holdings LLC (“Sponsor”) shall make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 311 West 43rd Street, 12th Floor, New York, NY 10036 (or any successor location). In exchange therefore, the Company shall pay Sponsor a sum not to exceed $10,000 per month, respectively, on the Effective Date and continuing monthly thereafte
SPAC STOCKHOLDER SUPPORT AGREEMENTSpac Stockholder Support Agreement • October 20th, 2022 • Mountain Crest Acquisition Corp. V • Blank checks
This SPAC STOCKHOLDER SUPPORT AGREEMENT, dated as of October 19, 2022 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), AUM Biosciences Pte. Ltd., a private company limited by shares incorporated in Singapore, with company registration number 201810204D (the “Company”) and Mountain Crest Acquisition Corp. V, a Delaware corporation (“SPAC”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
NOTE CONVERSION AGREEMENTNote Conversion Agreement • April 24th, 2024 • Mountain Crest Acquisition Corp. V • Blank checks
This NOTE CONVERSION AGREEMENT (this “Agreement”) is made as of April 19, 2024 by and between Mountain Crest Acquisition Corp. V, a Delaware corporation (the “Company”), and Mountain Crest Global Holdings LLC, a Delaware limited liability company and the Company’s sponsor (the “Holder”).
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 21st, 2022 • Mountain Crest Acquisition Corp. V • Blank checks
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.
COMPANY SHAREHOLDER SUPPORT AGREEMENTCompany Shareholder Support Agreement • October 20th, 2022 • Mountain Crest Acquisition Corp. V • Blank checks
This COMPANY SHAREHOLDER SUPPORT AGREEMENT, dated as of October 19, 2022 (this “Support Agreement”), is entered into by and among the shareholders listed on Exhibit A hereto (each, a “Shareholder”), AUM Biosciences Pte. Ltd., a private company limited by shares incorporated in Singapore, with company registration number 201810204D (the “Company”), and Mountain Crest Acquisition Corp. V, a Delaware corporation (“SPAC”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
LOCK-UP AGREEMENTLock-Up Agreement • October 20th, 2022 • Mountain Crest Acquisition Corp. V • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of ______________, 2022, by and among the undersigned (the “Holder”), [ ], a Cayman Islands exempted company (“Holdco”) and Mountain Crest Acquisition Corp. V, a Delaware corporation (“SPAC”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement (as defined below).
JOINDER AGREEMENTJoinder Agreement • January 30th, 2023 • Mountain Crest Acquisition Corp. V • Blank checks • Delaware
This JOINDER AGREEMENT, dated as of January 27, 2023 (this “Joinder Agreement”), to the Business Combination Agreement (as the same may be amended, restated, supplemented or modified from time to time in accordance with the terms hereof, the “Business Combination Agreement”), dated as of October 19, 2022, by and between Mountain Crest Acquisition Corp. V, a Delaware corporation (“SPAC”), and AUM Biosciences Pte. Ltd., a private company limited by shares incorporated in Singapore, with company registration number 201810204D (the “Company”), is entered into by and between SPAC, the Company, AUM Biosciences Limited, a Cayman Islands exempted company (“Holdco”), AUM Biosciences Subsidiary Pte. Ltd., a private company limited by shares incorporated in Singapore, with company registration number 202238778Z and a direct wholly-owned subsidiary of Holdco (“Amalgamation Sub”), and AUM Biosciences Delaware Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Holdco (“
