Exhibit 10.3

  

   

  

  
    INVESTMENT MANAGEMENT TRUST AGREEMENT

     

    

    This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2019, by and between CHP
      Merger Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

     

    

    WHEREAS, the Company’s registration statement on Form S-1, No. 333-[●] (the “Registration Statement”) and prospectus
      (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one share of
      the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-[●] of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one
      share of Common Stock (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange
      Commission; and

     

    

    WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan
      Securities LLC, Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”) named therein; and

     

    

    WHEREAS, as described in the Prospectus, $250,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting
      Agreement) (or $287,500,000 if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”) for the benefit of the Company and the holders of shares of the Common Stock included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to
      the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,” the stockholders for whose benefit the Trustee shall hold the Property will be referred to
      as the “Public Stockholders,” and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”);
      and

     

    

    WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $8,750,000, or $10,062,500 if the Underwriters’ over-allotment option is exercised in full,
      is attributable to deferred underwriting discounts and commissions that may be payable by the Company to the Underwriters upon the consummation of the Business Combination (as defined below) (the “Deferred




        Discount”);

     

    

    WHEREAS, a portion of such Deferred Discount, not to exceed 33 1/3% of the total Deferred Discount, may be re-allocated or paid to members of FINRA (“FINRA Members”) that
      assist the Company in consummating the Business Combination;

    

    

    WHEREAS, simultaneously with the Offering, the Company’s sponsor will purchase [●] warrants (“Private Placement Warrants”)



      from the Company for an aggregate purchase price of $7,000,000 (and additional amounts of Private Placement Warrants from the Company if the underwriters exercise their over-allotment option, up to [●] Private Placement Warrants for an aggregate
      purchase price of $7,750,000 if the underwriters’ over-allotment option is exercised in full); and

    
      
        


    

    
    WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.

     

    

    NOW THEREFORE, IT IS AGREED:

     

    

    1.          Agreements and Covenants of Trustee.  The Trustee hereby agrees and covenants to:

     

      

    (a)          Hold the Property in trust for the Beneficiaries in accordance with the terms of
        this Agreement in the Trust Account established by the Trustee in the United States at JPMorgan Chase Bank N.A. and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;

     

      

    (b)          Manage, supervise and administer the Trust Account subject to the terms and
        conditions set forth herein;

     

      

    (c)          In a timely manner, upon the written instruction of the Company, invest and reinvest
        the Property in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 180 days or less, or in money market funds meeting the conditions of paragraphs
        (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company; the Trustee may
        not invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the trustee may earn bank credits or other
        considerations;

     

      

    (d)          Collect and receive, when due, all principal, interest or other income arising from
        the Property, which shall become part of the “Property,” as such term is used herein;

     

      

    (e)          Promptly notify the Company and the Representatives of all communications received
        by the Trustee with respect to any Property requiring action by the Company;

     

      

    (f)          Supply any necessary information or documents as may be requested by the Company (or
        its authorized agents) in connection with the Company’s preparation of the tax returns relating to assets held in the Trust Account or in connection with the preparation or completion of the audit of the Company’s financial statements by the
        Company’s auditors;

     

      

    (g)          Participate in any plan or proceeding for protecting or enforcing any right or
        interest arising from the Property if, as and when instructed by the Company to do so;

     

      

    (h)          Render to the Company monthly written statements of the activities of, and amounts
        in, the Trust Account reflecting all receipts and disbursements of the Trust Account;

     

      

    (i)          Commence liquidation of the Trust Account only after and promptly after (x) receipt
        of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit



          B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the Board of Directors of the Company (the “Board”)



        or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the invested funds held in the Trust Account and not previously released to
        the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) the
        later of (1) 24 months after the closing of the Offering and (2) such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation, if a Termination Letter has not
        been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account,
        including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of
        record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has
        received no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until 12 months following the date the Property has been distributed to the Public
        Stockholders. It is acknowledged and agreed that there should be no reduction in the principal amount initially deposited in the Trust Account;

    
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    (j)          Upon written request from the Company, which may be given from time to time in a
        form substantially similar to that attached hereto as Exhibit C (a “Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest
        earned on the Property requested by the Company to cover any franchise or income tax obligations owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly
        to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the
        Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution; so long as there is no reduction in the principal amount
        initially deposited in the Trust Account; provided, however, that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill from
        the State of Delaware for the Company and a written statement from the principal financial officer of the Company setting forth the actual amount payable (it being acknowledged and agreed that any such amount in excess of interest income earned on
        the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look
        beyond said request;

     

      

    (k)          Upon written request from the Company, which may be given from time to time in a
        form substantially similar to that attached hereto as Exhibit D (a “Stockholder Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company the
        amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders properly submitted in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation
        (A) that would modify the substance or timing of the Company’s obligation to redeem 100% of its public shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s
        amended and restated certificate of incorporation or (B) which adversely affects the rights of holders of shares of the Common Stock. The written request of the Company referenced above shall constitute presumptive evidence that the Company is
        entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and

     

      

    (l)          Not make any withdrawals or distributions from the Trust Account other than pursuant
        to Section 1(i), (j) or (k) above.

    
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    2.          Agreements and Covenants of the Company. The Company hereby agrees and covenants to:

     

      

    (a)          Give all instructions to the Trustee hereunder in writing, signed by the Company’s
        Chairman of the Board, Chief Executive Officer, Chief Financial Officer or Secretary. In addition, except with respect to its duties under Sections 1(i), (j) and (k) hereof, the Trustee shall be entitled to rely on, and
        shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that the
        Company shall promptly confirm such instructions in writing;

     

      

    (b)          Subject to Section 4 hereof, hold the Trustee harmless and indemnify the
        Trustee from and against any and all documented expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or
        other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned
        on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or
        proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified
          Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent
        shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with
        its own counsel;

     

      

    (c)          Pay the Trustee the fees set forth on Schedule A hereto, including an
        initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless
        and until it is distributed to, or on behalf of, the Company pursuant to Sections 1(i) through 1(j) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of
        the Offering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of
        the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;

    
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    (d)          In connection with any vote of the Company’s stockholders regarding a merger,
        capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”),
        provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of such stockholders regarding such Business Combination;

     

      

    (e)          Instruct the Trustee to make only those distributions that are permitted under this
        Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement;

     

      

    (f)          Expressly provide in any Instruction Letter (as defined in Exhibit A)
        delivered in connection with a Termination Letter in a form substantially similar to that attached hereto as Exhibit A that the Deferred Discount be paid directly to the account or accounts directed by the Representative or the FINRA
        Members; and

     

      

    (g)          Within four (4) business days after the Underwriters’ exercise of the over-allotment
        option (or any unexercised portion thereof) or such over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall in no event be less than $8,750,000 (or $10,062,500 if the
        Underwriters’ over-allotment option is exercised in full).

     

      

    3.          Limitations of Liability. The Trustee shall have no responsibility or liability to:

     

      

    (a)          Imply obligations, perform duties, inquire or otherwise be subject to the provisions
        of any agreement or document other than this Agreement and that which is expressly set forth herein;

     

      

    (b)          Take any action with respect to the Property, other than as directed in Section
          1 hereof, and the Trustee shall have no liability to any party under this Agreement except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;

     

      

    (c)          Institute any proceeding for the collection of any principal and income arising
        from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have
        advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;

     

      

    (d)          Change the investment of any Property, other than in compliance with Section 1
        hereof;

     

      

    (e)          Refund any depreciation in principal of any Property;

     

      

    (f)          Assume that the authority of any person designated by the Company to give
        instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;

    
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    (g)          The Company or to anyone else for any action taken or omitted by it, or any action
        suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee 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 Trustee, which counsel may be the Company’s counsel), 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 the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the
        proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the
        Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;

     

      

    (h)          Verify the accuracy of the information contained in the Registration Statement;

     

      

    (i)          Provide any assurance that any Business Combination entered into by the Company or
        any other action taken by the Company is as contemplated by the Registration Statement;

     

      

    (j)          File information returns with respect to the Trust Account with any local, state or
        federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;

     

      

    (k)          Prepare, execute and file tax reports, income or other tax returns and pay any taxes
        with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except
        pursuant to Section 1(j) hereof; or

     

      

    (l)          Verify calculations, qualify or otherwise approve the Company’s written requests for
        distributions pursuant to Sections 1(i), (j) and (k) hereof.

     

      

    4.          Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any
        kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the
        event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or (c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the
        Trust Account and not against the Property or any monies in the Trust Account.

     

      

    5.          Termination. This Agreement shall terminate as follows:

     

      

    (a)          If the Trustee gives written notice to the Company that it desires to resign under
        this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor
        trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies
        of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation
        notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee
        shall be immune from any liability whatsoever; or

    
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    (b)          At such time that the Trustee has completed the liquidation of the Trust Account and
        its obligations in accordance with the provisions of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).

     

      

    6.          Miscellaneous.

     

      

    (a)          The Company and the Trustee each acknowledge that the Trustee will follow the
        security procedures set forth below with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party
        must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely
        upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the
        Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.

     

      

    (b)          This Agreement shall be governed by and construed and enforced 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. This Agreement may be executed in several original or facsimile
        counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.

     

      

    (c)          This Agreement contains the entire agreement and understanding of the parties hereto
        with respect to the subject matter hereof. Except for Section 1(i), 1(j) and 1(k)  hereof (which sections may not be modified, amended or deleted without the affirmative vote of sixty-five percent (65%) of the then
        outstanding shares of Common Stock and Class B common stock, par value $0.0001 per share, of the Company, voting together as a single class; provided that no such amendment will affect any Public
          Stockholder who has properly elected to redeem his, her or its shares of Common Stock in connection with a shareholder vote to amend this Agreement), this Agreement or any provision hereof may only be changed, amended or modified (other
        than to correct a typographical error) by a writing signed by each of the parties hereto.

     

      

    (d)          The parties hereto consent to the jurisdiction and venue of any state or federal
        court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.

    
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    (e)          Any notice, consent or request to be given in connection with any of the terms or
        provisions of this 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 by electronic mail:

     

    

    if to the Trustee, to:

     

    

    
      	 	
              Continental Stock Transfer & Trust Company

            	 
	 	
              1 State Street, 30th Floor

            	 
	 	
              New York, New York 10004

            	 
	 	
              Attn:  Francis Wolf and Celeste Gonzalez

            	 
	 	
              E-mail:

            	fwolf@continentalstock.com

            	

            
	 	 	cgonzalez@continentalstock.com	 
	 	 	
              

              

            
	 	
              if to the Company, to:

            	 
	 	 	 
	 	
              CHP Merger Corp.

            	 
	 	
              15 Deforest Avenue, Suite 108

            	 
	 	
              Summit, NJ 07901

            	 
	 	
              Attn:  [●]

            	 
	 	
              E-mail:  [●]

            	 
	 	
              in each case, with copies to:

            	 
	 	 	 
	 	
              Ropes & Gray LLP

            	 
	 	
              1211 Avenue of the Americas

            	 
	 	
              New York, New York 10036

            	 
	 	
              Attn:

            	Paul D. Tropp, Esq.	
              

              

            
	 	 	Christopher J. Capuzzi, Esq.	
              

              

            
	 	
              E-Mail:

            	paul.tropp@ropesgray.com	
              

              

            
	 	 	
              christopher.capuzzi@ropesgray.com

            	 
	 	 	 	 
	 	
              and

            	 
	 	 	 
	 	
              J.P. Morgan Securities LLC

            	 
	 	
              383 Madison Avenue

            	 
	 	
              New York, New York 10179

            	 
	 	
              Attn:  [●]

            	
              

              

            
	 	
              E-mail:  [●]

            	

            
	 	 	 
	 	
              Credit Suisse Securities (USA) LLC

            	 
	 	
              Eleven Madison Avenue

            	 
	 	
              New York, New York 10010

            	 
	 	
              Attn:  [●]

            	

            
	 	
              E-Mail:   [●]

            	 
	 	 	 
	 	
              and

            	

            
	 
	 	
              Morgan Stanley & Co. LLC

            	 
	 	
              1585 Broadway

            	 
	 	
              New York, New York 10036

            	 
	 	
              Attn:  [●]

            	

            
	 	
              E-Mail:   [●]

            	 
	 	 	 
	 	
              and

            	 
	 	 	 
	 	
              Skadden, Arps, Slate, Meagher & Flom LLP

            	 
	 	
              300 South Grand Avenue, Suite 3400

            	 
	 	
              Los Angeles, California 90071

            	 
	 	
              Attn:  

              

            	Gregg A. Noel, Esq.	 
	 	
              

              

            	Laura Kaufmann Belkhayat, Esq.	 
	 	
              E-mail:  

              

            	gregg.noel@skadden.com	 
	 	
                

              

            	laura.kaufmann@skadden.com	 


    

  

  
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    (f)          Each of the Company and the Trustee hereby represents that it has
        the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the
        Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. 

     

      

    (g)          This Agreement is the joint product of the Trustee and the Company
        and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.

     

      

    (h)          This Agreement may be executed in any number of counterparts, each
        of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and
        sufficient delivery thereof.

     

      

    (i)          Each of the Company and the Trustee hereby acknowledges and agrees
        that Representatives, on behalf of the Underwriters, are third party beneficiaries of this Agreement.

     

      

    (j)          Except as specified herein, no party to this Agreement may assign
        its rights or delegate its obligations hereunder to any other person or entity.

        

      

    [Signature Page Follows]

    
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    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 Wolf

          
	 	
            Name:

          	
            Francis Wolf

          
	 	
            Title:

          	
            Vice President

          
	 	 	 
	 	
            CHP MERGER CORP.

          
	 	
            By:

          	 
	 	
            Name:

          	 
	 	
            Title:

          	 


    
      
        


    

    SCHEDULE A

     

    

    	
            
              Fee Item

            

          	 	
            
              Time and method of payment

            

          	 	
            
              Amount

            

          	 
	
            Initial acceptance fee

          	 	
            Initial closing of the Offering by wire transfer

          	 	
            $

          	
            3,500.00

          	 
	
            Annual fee

          	 	
            First year, initial closing of Offering by wire transfer; thereafter on the anniversary of the effective date of the Offering by wire transfer or check

          	 	
            $

          	
            10,000.00

          	 
	
            Transaction processing fee for disbursements to Company under Sections 1(i), (j) and (k)

          	 	
            Deduction by Trustee from accumulated income following disbursement made to Company under Section 1

          	 	
            $

          	
            250.00

          	 
	 	 	 	 	 	 	 
	
            Paying Agent services as required pursuant to Section 1(i) and Section 1(k)

          	 	
            Billed to Company upon delivery of service pursuant to Section 1(i) and Section 1(k)

          	 	
            Prevailing rates

          	 


    
      


    
      
        


    

    
    EXHIBIT A

    [Letterhead of Company]

      [Insert date]

    Continental Stock Transfer & Trust Company

      1 State Street, 30th Floor

      New York, New York 10004

      Attn: Francis Wolf and Celeste Gonzalez

     

    

    Re:  Trust Account No. [  ] Termination Letter

     

      

    Dear Mr. Wolf and Ms. Gonzalez:

     

    

    Pursuant to Section 1(i) of the Investment Management Trust Agreement between CHP Merger Corp. (the “Company”)




      and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2019 (the “Trust Agreement”), this is to
      advise you that the Company has entered into an agreement with [  ] (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the
      Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

     

    

    In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer
      the proceeds into the above-referenced trust operating account at JPMorgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts
      that the Company and, solely with respect to the Deferred Discount, the Representatives or the FINRA Members, shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at
      JPMorgan Chase Bank, N.A. awaiting distribution, none of the Company or the Representatives will earn any interest or dividends.

     

    

    On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be
      consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a
      certificate] of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) joint written instruction signed by the Company and any of
      the Representatives or the FINRA Members with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and express instructions to pay
      the Deferred Discount from the Trust Account directly to the account or accounts directed by the Representatives or the FINRA Members (the “Instruction Letter”). You are hereby directed and
      authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust
      Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the
      Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.

    
      A-1

      
        


    

    In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or
      before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on
      the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible.

     

    

    	 	
            Very truly yours,

             

            

          
	 	
            CHP Merger Corp.

             

            

          
	 	
            By:

          	 
	 	 	
            Name:

          
	 	 	
            Title:

          
	 	 	 


    
      A-2

      
        


    

    
    EXHIBIT B

    [Letterhead of Company]

      [Insert date]

     

    

    Continental Stock Transfer & Trust Company

      1 State Street, 30th Floor

      New York, New York 10004

      Attn: Francis Wolf and Celeste Gonzalez

     

    

    Re:  Trust Account No. Termination Letter

     

      

    Dear Mr. Wolf and Ms. Gonzalez:

     

    

    Pursuant to Section 1(i) of the Investment Management Trust Agreement between CHP Merger Corp. (the “Company”)




      and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2019 (the “Trust Agreement”), this is to
      advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Amended and
      Restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

     

    

    In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on           , 20    and to
      transfer the total proceeds into the trust operating account at JPMorgan Chase Bank, N.A. to await distribution to the Public Stockholders. The Company has selected [ ] as the effective date for the purpose of determining when the Public Stockholders
      will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the trust operating account. You agree to be the Paying Agent of
      record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the
      Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent
      otherwise provided in Section 1(j) of the Trust Agreement.

     

    

    	 	
            Very truly yours,

          
	 	
            CHP Merger Corp.

          
	 	
            By:

          	 
	 	 	
            Name:

          
	 	 	
            Title:

          
	 	 	 


    
      B-1

      
        


    

    
    EXHIBIT C

    [Letterhead of Company]

      [Insert date]

     

    

    Continental Stock Transfer & Trust Company

      1 State Street, 30th Floor

      New York, New York 10004

      Attn: Francis Wolf and Celeste Gonzalez

     

    

    Re:  Trust Account No. [Tax Payment] Withdrawal Instruction

     

      

    Dear Mr. Wolf and Ms. Gonzalez:

     

    

    Pursuant to Section 1(j) of the Investment Management Trust Agreement between CHP Merger Corp. (“Company”)



      and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [●], 2019 (“Trust Agreement”), the Company hereby
      requests that you deliver to the Company $_____________ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

     

    

    The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the
      Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:

     

    

    [WIRE INSTRUCTION INFORMATION]

     

    

    	 	
            Very truly yours,

             

            

          
	 	
            CHP Merger Corp.

             

            

          
	 	
            By:

          	 
	 	 	
            Name:

          
	 	 	
            Title:

          
	 	 	 


    
      C-1

      
        


    

    
    EXHIBIT D

    [Letterhead of Company]

      [Insert date]

    Continental Stock Transfer & Trust Company

      1 State Street, 30th Floor

      New York, New York 10004

      Attn: Francis Wolf and Celeste Gonzalez

      

    

    Re:  Trust Account No. [●] Stockholder Redemption Withdrawal Instruction

     

      

    Dear Mr. Wolf and Ms. Gonzalez:

     

    

    Pursuant to Section 1(k) of the Investment Management Trust Agreement between CHP Merger Corp. (the “Company”)
      and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2019 (“Trust Agreement”), the Company hereby requests that you deliver to the
      redeeming Public Stockholders of the Company $[ ] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

    

    

    The Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in
      connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares of Common Stock if the
      Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation or (B) which adversely affects the rights of holders or the Common Stock. As such, you are
      hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Stockholders in accordance with your customary procedures.

     

    

    	 	
            Very truly yours,

             

            

          
	 	
            CHP Merger Corp.

             

            

          
	 	
            By:

          	 
	 	 	
            Name:

          
	 	 	
            Title:

          
	 	
             

          	 


     

    

     

    

  

  D-1