Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 4.4

RIGHTS AGREEMENT

This Rights Agreement (this “Agreement”) is made as of ______, 2021 between Mountain Crest Acquisition Corp. III, 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”).

WHEREAS, the Company has received a firm commitment from Chardan Capital Markets, LLC (the “Representative”), as representative of the several underwriters, to purchase up to an aggregate of 5,750,000 units, each unit (“Unit”) comprised of one share of common stock of the Company, par value $.0001 (the “Common Stock”) and one right to receive one-tenth of one share of Common Stock (a “Public Right”) upon the happening of the triggering event described herein, and in connection therewith, will issue and deliver up to an aggregate of 5,750,000 Public Rights upon consummation of such public offering, 750,000 of which are attributable to the over-allotment option (“Public Offering”);

WHEREAS, simultaneously with the consummation of the Public Offering, the Company will issue and deliver up to an aggregate of 200,000 rights underlying private units (the “Private Rights”);

WHEREAS, the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File No. 333-[●] (“Registration Statement”), for the registration, under the Securities Act of 1933, as amended (“Act”) of, among other securities, the Public Rights and the Common Stock issuable to the holders of the Public Rights;

WHEREAS, the Company desires the Right Agent to act on behalf of the Company, and the Right Agent is willing to so act, in connection with the issuance, registration, transfer and exchange of the Rights;

WHEREAS, the Company desires to provide for the form and provisions of the Rights, the terms upon which they shall be issued, and the respective rights, limitation of rights, and immunities of the Company, the Right Agent, and the holders of the Rights; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Rights, when executed on behalf of the Company and countersigned by or on behalf of the Right Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

Continental Stock Transfer & Trust Company
1 State Street
New York, NY 10004
Attn: [Francis Wolf]  

and  

Loeb & Loeb LLP
35 Park Avenue
New York, New York 10154
Attn: Giovanni Caruso, Esq.  

and  

Chardan Capital Markets, LLC 17
State Street, Suite 1600
New York, New York 10004
Attn: Shai Gerson 

and  

Reed Smith LLP
599 Lexington Avenue
New York, New York 10022
Attn: Ari Edelman 

[Signature Page Follows]

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

[Signature page to Rights Agreement between Mountain Crest Acquisition Corp. III and

Continental Stock Transfer & Trust Company]

EXHIBIT A

Form of Right