Exhibit 10.3


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of [           ], 2021 by and between Maxpro Capital Acquisition
Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New
York corporation (the “Trustee”).


 


WHEREAS, the
Company’s registration statement on Form S-1, No. 333- 258091 (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 redeemable warrant, with each 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 EF Hutton, division of Benchmark Investments,
LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”);
and


 


WHEREAS, as described in the
Prospectus, $91,350,000 of the gross proceeds of the Offering and sale of the Private Placement Units (as defined in the Underwriting
Agreement) (or $105,052,500 if the Underwriters’ over-allotment option is exercised in full), plus any amounts to be deposited in
connection with an Extension (as defined below), 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 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 $3,150,000, or $3,622,500 if the Underwriters’ over-allotment option is exercised
in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters upon
and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and


 


WHEREAS, if a Business Combination
is not consummated within the initial 12-month period following the closing of the Offering, the Company may extend such period by two
three-month periods (each, an “Extension”), up to a maximum of 18 months in the aggregate, by depositing $900,000
(or $1,035,000 if the Underwriters’ over-allotment option is exercised in full, or in any case, $0.10 per Unit) per Extension into
the Trust Account no later than the 12-month anniversary of the Offering for the first Extension and the 15-month anniversary of the Offering
for the second Extension (each, an “Applicable Deadline”), as applicable, in exchange for which they will receive
promissory notes; 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 J.P. Morgan Chase Bank, N.A. . (or
at another U.S. chartered commercial bank with consolidated assets of $100 billion or more), 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 185 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; while account funds are invested or uninvested, the Trustee may earn bank credits or other consideration;


 


(d)               
Collect and receive, when due, all 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 Representative 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;


 


(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,
in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute
the Property in the Trust Account, including interest not previously released to the Company to pay its taxes, only as directed in the
Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (i) 12 months after the closing
of the offering (or up to 18 months after the closing of the offering if the Company extends the period of time to consummate a Business
Combination as described in more detail in the Prospectus) or (ii) 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 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 twelve (12) months
following the date the Property has been distributed to the Public Stockholders;


 





(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, 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 tax obligation 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 per share initially deposited in the Trust Account; provided, further, 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. The written request of the Company in the form of Exhibit C 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 (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);


 






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(k)               
Upon receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit D hereto
at least five business days prior to the Applicable Deadline, signed on behalf of the Company by an executive officer, and receipt of
the dollar amount specified in the Extension Letter on or prior to the Applicable Deadline, the Trustee shall follow the instructions
set forth in the Extension Letter.


 


(l)                 
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 E, the Trustee shall distribute to the Public Stockholders of record as of such date 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) to modify the substance or timing of the Company’s
obligation to redeem 100% of the shares of Common Stock included in the Units sold in the Offering 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) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity. 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


 


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


 


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), 1(j) and 1(l) 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 expenses,
including reasonable 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 or delayed. 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 or delayed. 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 the consummation
of the Business Combination (as defined below). The Company shall pay the Trustee the initial acceptance fee and the first annual administration
fee at the consummation of the Offering. 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)                
Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the
Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f)                 
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;


 


(g)               
Within four (4) business days after the Underwriters exercise 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 $3,150,000;


 


(h)               
Promptly following an Applicable Deadline, disclose whether or not the term the Company has to consummate a Business Combination
has been extended; and


 


(i)                 
Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit
A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly
to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the
Trust Account to the Company or any other person.


 


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 third party 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 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)               
Refund any depreciation in principal of any Property;


 


(e)                
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;


 


(f)                 
The other parties hereto 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 reasonable 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;


 






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


 


(h)               
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;


 


(i)                 
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;


 


(j)                 
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


 


(k)               
Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections
1(i), 1(j) and 1(l) 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 Section 2(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 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


 


(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.


 






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(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. 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)               
This Agreement or any provision hereof may only be changed, amended or modified pursuant to Section 6(c) hereof with the
Consent of the Stockholders, it being the specific intention of the parties hereto that each of the Company’s stockholders is, and
shall be, a third party beneficiary of this Section 6(d) with the same right and power to enforce this Section 6(d) as the other parties
hereto. For purposes of this Section 6(d), the “Consent of the Stockholders” means receipt by the Trustee of a certificate
from the inspector of elections of the stockholder meeting certifying that either (i) the Company’s stockholders of record as of
a record date established in accordance with Section 213(a) of the Delaware General Corporation Law, as amended (“DGCL”) (or
any successor rule), who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock and Class B common stock,
par value $0.0001 per share, of the Company voting together as a single class, have voted in favor of such change, amendment or modification,
or (ii) the Company’s stockholders of record as of the record date who hold sixty-five percent (65%) or more of all then outstanding
shares of the Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together as a single class, have
delivered to such entity a signed writing approving such change, amendment or modification. No such amendment will affect any Public Stockholder
who has otherwise indicated his election to redeem his shares of Common Stock in connection with a stockholder vote sought to amend this
Agreement. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may
rely conclusively on the certification from the inspector or elections referenced above and shall be relieved of all liability to any
party for executing the proposed amendment in reliance thereon.


 


(e)                
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.


 


(f)                 
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 facsimile or email transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer
 & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attn: Francis Wolf and Celeste
Gonzalez


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


Maxpro Capital Acquisition
Corp.


5/F-4, No. 89


Songren Road, Xinyi District


Taipei City 11073


Telephone +886 2 7713 7952


Attn.: Chen, Hong - Jung (Moses),
Chief Executive Officer


 


in each case, with copies to:


 


Nelson Mullins Riley & Scarborough
LLP


101 Constitution Ave., N.W., Suite 900


Washington, D.C. 20001


Attn.: Andrew M. Tucker, Esq.


Telephone No.: (202) 689-2800


Email: andy.tucker@nelsonmullins.com


 


and


 


EF Hutton, division of Benchmark
Investments, LLC


590 Madison Avenue, 39th
Floor


New York, NY 10022


Attn.: Legal Department


 


and


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


Attention: David Levine, Esq.


Telephone No.: 212-417-4000


Email: dlevine@loeb.com


 


(g)               
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.


 






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(h)               
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.


 


(i)                 
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.


 


(j)                 
Each of the Company and the Trustee hereby acknowledges and agrees that the Representative, on behalf of the Underwriters,
is a third party beneficiary of this Agreement.


 


(k)               
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:	 
	 	Name:	Francis Wolf
	 	Title:	Vice President 




 


	 	Maxpro Capital Acquisition Corp.




 


		By:	 
	 	Name:	Chen, Hong - Jung (Moses)
	 	Title:	Chief Executive Officer




 


Signature Page to Investment


Management Trust Agreement


 






    


     


    







 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee.	 	Initial closing of Offering by wire transfer.	 	$	3,500.00	 
	 	 	 	 	 	 	 
	Trustee administration fee	 	Payable annually. First year fee payable at initial closing of Offering by wire transfer thereafter by wire transfer or check.	 	$	10,000.00	 
	 	 	 	 	 	 	 
	Transaction processing fee for disbursements to Company under Sections 1(i), 1(j) and 1(l)	 	Billed to Company following disbursement made to Company under Section 1	 	 	$250.00 per item presented	 
	 	 	 	 	 	 	 
	Paying Agent services as required pursuant to Section 1(i) and 1(l)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(l)	 	 	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 Maxpro Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer
 & Trust Company (the “Trustee”), dated as of                   , 2021 (the “Trust Agreement”), this is to advise you that the
Company has entered into an agreement with [insert name] (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 of the consummation of the Business Combination (or such shorter time period as you may agree)
(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 a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held
in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation
Date (including as directed to it by the Representative on behalf of the Underwriters (with respect to the Deferred Discount)). It is
acknowledged and agreed that while the funds are on deposit in the trust operating account at J.P. Morgan Chase Bank, N.A., awaiting distribution,
the Company will not 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 certification by the Chief Executive Officer of the vote with an affidavit which verifies that the Business Combination
has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a written instruction signed by the Company
and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount
to the Representative from the Trust Account (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.


 


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 such written instruction as soon thereafter as possible.


 






    


     


    

 





	 	Very truly yours,




 


	 	Maxpro Capital Acquisition Corp.




 


		By:	 
	 	Name:	 
	 	Title:	 




  


EF Hutton, division of Benchmark Investments,
LLC


 


	By:	 	 
	Name:	 	 
	Title:	 	 




 






     


     


    

 


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 Maxpro Capital Acquisition Corp. (the “Company”) and Continental Stock
Transfer & Trust Company (the “Trustee”), dated as of
                  , 2021 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business
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 and to transfer the total proceeds
into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has
selected [             ](1) as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share
of the liquidation proceeds. 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(i) of the Trust Agreement.


 


(1) 12 months from the closing
of the Offering (or up to 18 months after the closing of the offering if we extend the period of time to consummate a business combination
as described in more detail in the Prospectus) or at a later date, if extended.


 


		Very truly yours,




 


	 	Maxpro Capital Acquisition Corp.




 


		By:	 
	 	Name:	 
	 	Title:	 




 






     


     


    

 





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 Maxpro Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer
 & Trust Company (the “Trustee”), dated as of                   , 2021 (the “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,




 


	 	Maxpro Capital Acquisition Corp.




 


		By:	 
	 	Name:	 
	 	Title:	 




 






     


     


    

 


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. Extension Letter


 


Dear [Mr. Wolf and Ms. Gonzalez]:


 


Pursuant to
Section 1(k) of the Investment Management Trust Agreement between Maxpro Capital Acquisition Corp. (“Company”) and Continental
Stock Transfer & Trust Company, LLC, dated as of [__], 2021 (“Trust Agreement”), this is to advise you that the Company
is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional three (3) months,
from _______ to _________ (the “Extension”).


 


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. 


 


In accordance
with the terms of the Trust Agreement, we hereby authorize you to deposit $900,000 (or $1,035,000 if the underwriters’ over-allotment
option was exercised in full, or in any case, $0.10 per Unit), which will be wired to you, into the Trust Account investments upon receipt.



 


This is the
____ of up to two Extension Letters.


 


		Very truly yours,




 


	 	Maxpro Capital Acquisition Corp.




 


		By:	 
	 	Name:	 
	 	Title:	 




 






     


     


    







 


EXHIBIT E


 


[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 Maxpro Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company
(the “Trustee”), dated as of                  , 2021 (the “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 into
a segregated account held by you on behalf of the Beneficiaries. 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 that would affect 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 with respect
to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed
and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter into a segregated account held by
you on behalf of the Beneficiaries.


 


		Very truly yours,




 


	 	Maxpro Capital Acquisition Corp.




 


		By:	 
	 	Name:	 
	 	Title: