Exhibit 10.7


 


INDEMNIFICATION AGREEMENT


 


THIS
INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ______________, 2021, between Maxpro Capital Acquisition Corp., a Delaware corporation (the “Company”), and _____________________________ (“Indemnitee”).


 


WITNESSETH
THAT:


 


WHEREAS,
highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided
with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising
out of their service to and activities on behalf of the corporation;


 


WHEREAS,
the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals,
the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company
and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice
among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and
trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors,
officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming
litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise
itself. The Bylaws and Certificate of Incorporation of the Company contemplate indemnification of the officers and directors of the Company.
Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”).
The Bylaws, Certificate of Incorporation and the DGCL expressly provide that the indemnification provisions set forth therein are not
exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers
and other persons with respect to indemnification;


 


WHEREAS,
the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;


 


WHEREAS,
the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of
the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such
protection in the future;


 


WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf
of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from
undue concern that they will not be so indemnified;


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the Bylaws and Certificate of Incorporation of the Company and any resolutions
adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;


 


WHEREAS,
Indemnitee does not regard the protection available under the Company’s Bylaws and Certificate of Incorporation and insurance as
adequate in the present circumstances, and may not be willing to serve as an officer or director without adequate protection, and the
Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service
for or on behalf of the Company on the condition that he be so indemnified; and


 


NOW,
THEREFORE, in consideration of Indemnitee’s agreement to serve as a director from and after the date hereof, the parties hereto
agree as follows:


 


1. Indemnity
of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such
may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:


 






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(a) Proceedings
Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in
this Section l(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened
to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company.
Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments,
penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding
or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be
in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe
the Indemnitee’s conduct was unlawful.


 


(b) Proceedings
by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if,
by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought
by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses
actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee
acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided,
however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter
in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court
of Chancery of the State of Delaware shall determine that such indemnification may be made.


 


(c) Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that
Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall
be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably
incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful,
on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify
Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved
claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


2. Additional
Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of
this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines
and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is,
or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including,
without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that
shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any
payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof)
to be unlawful.


 


3. Contribution.


 


(a) Whether
or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any
threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined
in such action, suit or proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of
such action, suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes
any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding
in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement
provides for a full and final release of all claims asserted against Indemnitee.


 






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(b) Without
diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall
elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding
in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall contribute
to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee
in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee,
who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on
the other hand, from the transaction from which such action, suit or proceeding arose; provided, however, that the proportion determined
on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault
of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or
would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events
that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which the Law may
require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee,
who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on
the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to
gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is
active or passive.


 


(c) The
Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers,
directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.


 


(d) To
the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether
for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim
relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances
of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s)
and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers,
employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).


 


4. Indemnification
for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his
Corporate Status, a witness, or is made (or asked to) respond to discovery requests, in any Proceeding to which Indemnitee is not a party,
he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.


 


5. Advancement
of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf
of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the
receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior
to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee
and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced
if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings
to repay pursuant to this Section 5 shall be unsecured and interest free.


 


6. Procedures
and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee
rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware. Accordingly,
the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is
entitled to indemnification under this Agreement:


 


(a) To
obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith
such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what
extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification,
advise the Board of Directors in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of
Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of
any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests
of the Company.


 






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(b) Upon
written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination with
respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall
be at the election of the board: (1) by a majority vote of the disinterested directors, even though less than a quorum, (2) by
a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum, (3) if
there are no disinterested directors or if the disinterested directors so direct, by independent legal counsel in a written opinion to
the Board of Directors, a copy of which shall be delivered to the Indemnitee, or (4) if so directed by the Board of Directors, by
the stockholders of the Company. For purposes hereof, disinterested directors are those members of the board of directors of the Company
who are not parties to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee.


 


(c) If
the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof,
the Independent Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected
by the Board of Directors. Indemnitee may, within 10 days after such written notice of selection shall have been given, deliver to
the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the
Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of
this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection,
the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected
may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without
merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof,
no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery
of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Indemnitee
to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the
court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the
person so appointed shall act as Independent Counsel under Section 6(b) hereof. The Company shall pay any and all
reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof,
and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless
of the manner in which such Independent Counsel was selected or appointed.


 


(d) In
making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have
the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its
directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement
that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination
by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.


 


(e) Indemnitee
shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise,
including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise (as hereinafter defined) in
the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to
the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise.
In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not
be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions
of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome
this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.


 






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(f) If
the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled
to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor,
the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such
indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification
under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty
(30) days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith
requires such additional time to obtain or evaluate documentation and/or information relating thereto; and provided, further, that the
foregoing provisions of this Section 6(g) shall not apply if the determination of entitlement to indemnification
is to be made by the stockholders pursuant to Section 6(b) of this Agreement and if (A) within fifteen (15) days
after receipt by the Company of the request for such determination, the Board of Directors or the Disinterested Directors, if appropriate,
resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy-five
(75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within
fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty
(60) days after having been so called and such determination is made thereat.


 


(g) Indemnitee
shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged
or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.
Any Independent Counsel, member of the Board of Directors or stockholder of the Company shall act reasonably and in good faith in making
a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. Any costs or expenses (including
attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination
shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company
hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 


(h) The
Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense,
delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved
in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding
with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise
in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion
by clear and convincing evidence.


 


(i) The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the
right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had
reasonable cause to believe that his conduct was unlawful.


 


7. Remedies
of Indemnitee.


 


(a) In
the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled
to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of
this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of
this Agreement within 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is
not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request therefor or (v) payment
of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification
or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled
to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s
entitlement to such indemnification. Indemnitee shall commence such proceeding seeking an adjudication within 180 days following the date
on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a). The Company shall
not oppose Indemnitee’s right to seek any such adjudication.


 






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(b) In
the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is
not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted
in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).


 


(c) If
a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement
not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under
applicable law.


 


(d) In
the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his rights under, or to recover
damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained
by the Company, the Company shall pay on his behalf, in advance, any and all expenses (of the types described in the definition of Expenses
in Section 13 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, regardless
of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery.


 


(e) The
Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the
procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company
is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if requested
by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not
prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for
indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability
insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification,
advancement of Expenses or insurance recovery, as the case may be.


 


(f) Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required
to be made prior to the final disposition of the Proceeding.


 


8. Non-Exclusivity;
Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.


 


(a) The
rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any
time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders, a resolution
of directors or otherwise, of the Company. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit
or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate
Status prior to such amendment, alteration or repeal. To the extent that a change in the DGCL, whether by statute or judicial decision,
permits greater indemnification than would be afforded currently under the Certificate of Incorporation, Bylaws and this Agreement, it
is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No
right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative
and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right
or remedy.


 


(b) To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,
or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance
with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under
such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director
and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers
in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action
to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the
terms of such policies.


 






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(c)
In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of
recovery of Indemnitee (other than against the Fund Indemnitors), who shall execute all papers required and take all action necessary
to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 


(d)
The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent
that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.


 


(e)
The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company
as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.


 


9. Exception
to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement
to make any indemnity in connection with any claim made against Indemnitee:


 


(a) for
which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with
respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or


 


(b) for
an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the
meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory
law or common law; or


 


(c) in
connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding)
initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board of Directors
of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the
indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.


 


10. Duration
of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer
or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise) and shall continue for five (5) years thereafter or, if longer, so long as Indemnitee
shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of his Corporate
Status, whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification
can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to
all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.


 


11. Security.
To the extent requested by Indemnitee and approved by the Board of Directors of the Company, the Company may at any time and from time
to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded
trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent
of the Indemnitee.


 


12. Enforcement.


 


(a) The
Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order
to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this
Agreement in serving as an officer or director of the Company.


 






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(b) This
Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.


 


13. Definitions.
For purposes of this Agreement:


 


(a)
 “Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary
of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person
is or was serving at the express written request of the Company.


 


(b)
 “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect
of which indemnification is sought by Indemnitee.


 


(c)
 “Enterprise” shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a director, officer, employee,
agent or fiduciary.


 


(d)
 “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts,
witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all
other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or
defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request
to provide discovery in any Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any
Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any
payments under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersede
as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the
amount of judgments or fines against Indemnitee.


 


(e)
 “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law
and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter
material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees
under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards
of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action
to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel
referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or
relating to this Agreement or its engagement pursuant hereto.


 


(f)
 “Proceeding” includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution
mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by
or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is
or will be involved as a party or otherwise, by reason of the fact that Indemnitee is or was an officer or director of the Company, by
reason of any action taken by him or of any inaction on his part while acting as an officer or director of the Company, or by reason of
the fact that he is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation,
partnership, joint venture, trust or other Enterprise; in each case whether or not he is acting or serving in any such capacity at the
time any liability or expense is incurred for which indemnification can be provided under this Agreement; including one pending on or
before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement
to enforce his rights under this Agreement.


 


14. Severability.
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest
extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed
modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.


 






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15. Modification
and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by
both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


16. Notice
by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons,
citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to
indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have
to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.


 


17. Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given:
(a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during
normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been
sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:


 


	 	(a)	 	To Indemnitee at the address set forth below Indemnitee signature hereto.
	 	 	 	 
	 	(b)	 	To the Company at:
	 	 	 	 
	 	 	 	
    Maxpro Capital Acquisition Corp.

    5/F-4, No. 89

    Songren Road, Xinyi District

    Taipei City 11073



 


or to such other address as may have been furnished
to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.


 


18. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


19. Headings.
The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.


 


20. Governing
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee
hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement
shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state
or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction
of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any
objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or
to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.


 


SIGNATURE PAGE TO FOLLOW


 






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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written.


 


	 	COMPANY
	 	 
	 	By: 	                 
	 	Name: 
	 	Title: 
	 	 
	 	 
	 	INDEMNITEE
	 	 
	 	 
	 	
    Name:
	 

	 	 
	 	
    Address:

    

	 	 
	 	 
	 	 


 


Signature
Page To Indemnification Agreement


 






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