WARRANT AGREEMENT between MAXPRO CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • August 3rd, 2021 • Jade Mountain Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”), is made as of [●], 2021, between Maxpro Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
MAXPRO CAPITAL ACQUISITION CORP.Securities Subscription Agreement • August 3rd, 2021 • Jade Mountain Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on June 30, 2021 by and between MP One Investment LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Maxpro Capital Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 3rd, 2021 • Jade Mountain Acquisition Corp. • Blank checks • Delaware
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”).
Maxpro Capital Acquisition Corp. 5/F-4, No. 89 Songren Road, Xinyi District Taipei City 11073 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • August 3rd, 2021 • Jade Mountain Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Maxpro Capital Acquisition Corp., a Delaware corporation (the “Company”) and EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each redeemable warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pur
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 3rd, 2021 • Jade Mountain Acquisition Corp. • Blank checks • New York
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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 3rd, 2021 • Jade Mountain Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Maxpro Capital Acquisition Corp., a Delaware corporation (the “Company”), MP One Investment LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Maxpro Capital Acquisition Corp.Administrative Support Agreement • August 3rd, 2021 • Jade Mountain Acquisition Corp. • Blank checks • New York
This letter agreement by and between Maxpro Capital Acquisition Corp. (the “Company”) and Maxpro Capital Management LTD (“Maxpro”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
