Exhibit 4.2


 


	NUMBER	 SHARES




JMAC-


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP
[    ]


 


MAXPRO CAPITAL ACQUISITION
CORP.


INCORPORATED UNDER
THE LAWS OF THE STATE OF DELAWARE 




CLASS A COMMON STOCK


 


This Certifies that


 


is the owner of


 


FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A
COMMON STOCK, PAR VALUE OF $0.0001 (THE “COMMON STOCK”), OF


 


MAXPRO CAPITAL ACQUISITION CORP.


(THE “COMPANY”)


 


transferable on the books of the Company in
person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


The Company will be required to redeem all
of its shares of Common Stock if it is unable to complete a business combination within the time period set forth in the Company’s
Amended and Restated Certificate of Incorporation, as the same may be amended from time to time (the “Charter”),
all as more fully described in the Company’s final prospectus dated, 2021.


 


This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar of the Company.


 


Witness the facsimile signatures of its duly
authorized officers.


 


	Chief Executive Officer	 	Chief Financial Officer
	 	 	 


 






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MAXPRO CAPITAL ACQUISITION
CORP.


 


The Company will furnish without charge to
each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences
and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Charter
and resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of
the Company), to all of which the holder of this certificate by acceptance hereof assents. The following abbreviations, when used in the
inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:


 


	TEN COM	—	as tenants in common	UNIF GIFT MIN ACT	—	 	Custodian	 
	TEN ENT	—	as tenants by the entireties	 	 	(Cust)	 	(Minor)


  


	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	 	 	under Uniform Gifts to Minors Act
	 	 	 	 	 	(State)


 


Additional abbreviations may also be used
though not in the above list.


 


For value received,                   
hereby sells, assigns and transfers unto


 


(PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))


 


(PLEASE PRINT OR TYPEWRITE
NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))


 


shares of the Common Stock represented by
the within Certificate, and hereby irrevocably constitutes and appoints


 


Attorney to transfer the said shares of Common
Stock on the books of the within named Company with full power of substitution in the premises.


 


	Dated:	 
	 	 


 


NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.


 


	Signature(s) Guaranteed:	 
	By	 
	 


 


THE SIGNATURE(S) MUST BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR
RULE)).


 






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As more fully described in, and subject to
the terms and conditions described in, the Company’s final prospectus for its initial public offering dated   , 2021, the holder(s) of
this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account established in connection
with the Company’s initial public offering only in the event that (i) the Company redeems the shares of Common Stock sold in
the Company’s initial public offering and liquidates because it does not consummate an initial business combination by the date
set forth in the Charter, as the same may be amended from time to time (such date being referred to herein as the “Last Date”),
(ii) the Company redeems the shares of Common Stock sold in its initial public offering properly submitted in connection with a stockholder
vote to amend the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Common Stock if it
does not consummate an initial business combination by the Last Date or with respect to any other provisions relating to stockholders’
rights or pre-initial business combination activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its
respective shares of Common Stock in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks stockholder
approval of the proposed initial business combination) setting forth the details of a proposed initial business combination. In no other
circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.


 






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