Exhibit 4.5


 


WARRANT AGREEMENT


 


This Warrant Agreement (“Warrant Agreement”)
is made as of [ ], 2021, by and between Model Performance Acquisition Corp., a British Virgin Islands business company (the “Company”),
and Continental Stock Transfer & Trust Company (the “Warrant Agent”).


 


WHEREAS, the Company is engaged in a public offering
(the “Public Offering”) of 5,000,000 units (the “Public Units”) of the Company (and up to 750,000
additional Units if the underwriters’ over-allotment option is exercised in full), each Unit consisting of one Class A ordinary
share, no par value (the “Ordinary Shares”), one right to receive one-tenth (1/10) of an Ordinary Share, and one-half
of one warrant (the “Public Warrant” or “Public Warrants”), each whole Warrant entitling its holder
to purchase one Ordinary Share (the “Warrant Shares”);


 


WHEREAS, the Company has received a binding commitment
from First Euro Investments Limited, which is owned and controlled by Yuet Bun Wu, to purchase up to an aggregate of 270,000 Units (or
292,500 if the overallotment is exercised in full) (collectively, the “Private Units” together with the Public Units,
the “Units”), each Private Unit consisting of one Ordinary Share, one-half of one redeemable warrant and one right
to receive one-tenth (1/10) of an Ordinary Share pursuant to a Subscription Agreement dated [ ], 2021 (the “Subscription Agreement”),
and, in connection therewith, will issue and deliver up to an aggregate of 146,250 warrants underlying such units (the “Private
Warrants”); and


 


WHEREAS, the Company may issue additional warrants
to purchase Ordinary Shares hereafter from time to time which shall have the same terms and be in the same form as the Private Warrants
(together with the Public Warrants and Private Warrants, the “Warrants”); and


 


WHEREAS, the Company has filed with the Securities
and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, No. 333-[ ] (“Registration Statement”),
for the registration, under the Securities Act of 1933, as amended (the “Act”) of, among other securities, the Public
Warrants; and


 


WHEREAS, the Company desires the Warrant Agent
to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer,
exchange, redemption and exercise of the Warrants; and


 


WHEREAS, the Company desires to provide for the
form, terms and provisions of the Warrants, including the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights and immunities of the Company, the Warrant Agent and the holders of the Warrants; and


 


WHEREAS, all acts and things have been done and
performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant
Agent, as provided herein, the legally valid and binding obligations of the Company, and to authorize the execution and delivery of this
Warrant Agreement.


 


NOW, THEREFORE, in consideration of the mutual
agreements herein contained, the parties hereto agree as follows:


 






     


     


    

 


1.          
Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants,
and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth
in this Warrant Agreement.


 


2.           
Warrants.


 


2.1           
Form of Warrant. Each Warrant shall be issued in registered or book-entry form, as requested by the Company or the holder
of the Warrant. If the Warrant is issued in registered form, such Warrant shall be (a) in substantially the form of Exhibit A
hereto, the provisions of which are incorporated herein and (b) signed by, or bear the facsimile signature of, the Chairman of the
Board, the Chief Executive Officer or the Chief Financial Officer of the Company. In the event the person whose facsimile signature has
been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is
issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.2           Effect
of Countersignature. Unless and until countersigned by the Warrant Agent pursuant to this Warrant Agreement, a Warrant shall be invalid
and of no effect and may not be exercised by the holder thereof.


 


2.3           
Registration.


 


2.3.1       
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration
of the original issuance and transfers of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register
the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered
to the Warrant Agent by the Company.


 


2.3.2       
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent
may deem and treat the person in whose name such Warrant shall be registered upon the Warrant Register (“Registered Holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing
on the Warrant certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for
all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.4           
Detachability of Public Warrants. Each of the securities comprising the Public Units will begin to trade separately on (i)
the fifty-second (52nd) day after the effectiveness of the Registration Statement, or (ii) such earlier date as Maxim Group LLC, as representative
of the underwriters (the “Representative”), shall determine is acceptable (such date, the “Detachment Date”).
In no event will separate trading of the securities comprising the Public Units commence until the Company (i) files a Current Report
on Form 8-K with the SEC including audited balance sheet reflecting the Company’s receipt of the gross proceeds of this Public Offering
and (ii) issues a press release announcing when such separate trading will begin.


 


2.5           
Private Warrants. The Private Warrants (i) will be exercisable either for cash or on a cashless basis at the holder’s
option pursuant to Section 3.3 and (ii) will not be redeemable by the Company, in either case as long as the Private Warrants are held
by the initial purchasers or any of their permitted transferees (as prescribed in the Subscription Agreement). The provisions of this
Section 2.5 may not be modified, amended or deleted without the prior written consent of the Representative.


 






    2 


     


    

 


3.           
Terms and Exercise of Warrants.


 


3.1           Warrant
Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the provisions
of such Warrant and of this Warrant Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at $11.50 per
full share, subject to the adjustments provided in Section 4 hereof. The term “Warrant Price” as used in this
Warrant Agreement refers to the price per whole share at which Ordinary Shares may be purchased at the time such Warrants are exercised.
The Company will not issue fractional shares. As a result, such Registered Holder must exercise Warrants in multiples of two at the Warrant
Price (subject to adjustment) in order to validly exercise his, her or its Warrants.


 


3.2            Duration
of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later to
occur of (i) 30 days after the completion of the Company’s initial merger, share exchange, asset acquisition, share purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”)
and (ii) 12 months following the effective date of the Registration Statement, and terminating at 5:00 p.m., New York City time, on the
earlier to occur of (i) five years from the date of the completion of an initial Business Combination, and (ii) the date fixed
for redemption of the Warrants as provided in Section 6 of this Warrant Agreement (“Expiration Date”). Except
with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), each Warrant not exercised on or
before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement
shall cease at the close of business on the Expiration Date. The Company may extend the duration of the Warrants by delaying the Expiration
Date; provided, however, that the Company will provide written notice of not less than 10 days to Registered Holders and the Warrant
Agent of such extension and that such extension shall be identical in duration among all of the then outstanding Warrants.


 


3.3           
Exercise of Warrants.


 


3.3.1       
Cash Exercise. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the
Company, may be exercised by the Registered Holder thereof by surrendering it at the office of the Warrant Agent, or at the office of
its successor as Warrant Agent, currently being:


 


Continental Stock Transfer & Trust
Company


1 State Street, 30th Floor


New York, NY 10004


 


with the subscription form, as set forth in the
Warrant, duly executed, and by paying in full, in lawful money of the United States, by certified or bank cashier’s check payable
to the order of the Warrant Agent or by wire transfer to the Warrant Agent’s [•] bank account, the Warrant Price for each whole
Warrant Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant,
the exchange of the Warrant for the Warrant Shares, and the issuance of the Warrant Shares (such exercise, a “Cash Exercise”).
A Cash Exercise in accordance with this Section 3.3.1 is available to the Registered Holder only during such times that there is an effective
registration statement registering the Warrant Shares, with the prospectus contained therein being available for the resale of the Warrant
Shares.


 






    3 


     


    

 


3.3.2       
Cashless Exercise. Notwithstanding anything contained herein to the contrary, if there is no effective registration statement
registering the Warrant Shares on any day the Registered Holder desires to exercise the Warrants and more than 60 days have passed since
the Company completed its initial Business Combination, the Registered Holder may exercise the Warrants in whole or in part in lieu of
making a cash payment, by providing notice to the Chief Executive Officer or the Chief Financial Officer of the Company in a subscription
form of its election to utilize cashless exercise, in which event the Company shall issue to the Holder the number of Warrant Shares determined
as follows:


 


X = Y [(A-B)/A]


 


where:


 


X = the number of Warrant Shares to
be issued to the Holder.


 


Y = the number of Warrant Shares with
respect to which this Warrant is being exercised.


 


A = the fair market value of one Ordinary
Share.


 


B = the Warrant Price.


 


The Registered Holder may not exercise any Warrants
in the absence of a registration statement except pursuant to this Section 3.3.2. For purposes of this Section 3.3.2 and
Section 4.1, the fair market value of one Ordinary Share (“Fair Market Value”) is defined as follows:


 


(i)           
if the Company’s Ordinary Shares are listed and traded on the New York Stock Exchange, the NYSE American, the NASDAQ Global
Select Market, the NASDAQ Global Market or the NASDAQ Capital Market (each, a “Trading Market”), the fair market value
shall be deemed the volume weighted average of the closing price on such Trading Market for the 20 trading days ending on the third trading
day immediately prior to the date the subscription form is submitted to the Company in connection with the exercise of the Warrant; or


 


(ii)          
if the Company’s Ordinary Shares are not listed on a Trading Market, but is traded in the over-the-counter market, the fair
market value shall be deemed to be the volume weighted average of the bid price on such Trading Market for the 20 trading days ending
on the third trading day immediately prior to the date the subscription form is submitted in connection with the exercise of the Warrant;
or


 






    4 


     


    

 


(iii)         
if there is no active public market for the Company’s Ordinary Shares, the fair market value of the Ordinary Shares shall
be determined in good faith by the Company’s board of directors.


 


3.3.3       
Fractional Shares. Notwithstanding any provision to the contrary contained in this Warrant Agreement, the Company shall
not be required to issue any fraction of a Warrant Share in connection with the exercise of Warrants, and in any case where the Registered
Holder would be entitled under the terms of the Warrants to receive a fraction of a Warrant Share upon the exercise of such Registered
Holder’s Warrants, issue or cause to be issued only the largest whole number of Warrant Shares issuable on such exercise (and such
fraction of a Warrant Share will be disregarded); provided, that if more than one Warrant certificate is presented for exercise at the
same time by the same Registered Holder, the number of whole Warrant Shares which shall be issuable upon the exercise thereof shall be
computed on the basis of the aggregate number of Warrant Shares issuable on exercise of all such Warrants.


 


3.3.4       
Issuance of Certificates. No later than three (3) business days following the exercise of any Warrant and the clearance
of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall
issue, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of
the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full Ordinary
Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant
shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall
not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities
without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with
respect to the Ordinary Shares issuable upon exercise of such Warrants is effective and a current prospectus relating to the Ordinary
Shares issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion
of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are
qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered
Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or
issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration
upon exercise or otherwise “net cash settle” the Warrant.


 


3.3.5       Valid
Issuance. All Ordinary Shares issued upon the proper exercise or surrender of a Warrant in conformity with this Warrant Agreement
shall be validly issued, fully paid and non-assessable.


 


3.3.6       
Date of Issuance. Each person or entity in whose name any such certificate for Ordinary Shares is issued shall, for all
purposes, be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of
the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment
is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares
at the close of business on the next succeeding date on which the stock transfer books are open.


 






    5 


     


    

 


3.3.7       
Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the
provisions contained in this subsection 3.3.7; however, no holder of a Warrant shall be subject to this subsection 3.3.7 unless he, she
or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s
Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such
person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess
of 9.99% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise. For
purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates shall
include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is
being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant
beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other
securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or
convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein.
Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant,
in determining the number of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected
in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other
public filing with the SEC as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice by the Company
or the Transfer Agent setting forth the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of
the holder of the Warrant, the Company shall, within two (2) business days, confirm orally and in writing to such holder the number of
Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the
conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of
outstanding Ordinary Shares was reported.


 


4.           
Adjustments.


 


4.1           
Stock Dividends, Splits. If, after the date hereof, and subject to the provisions of Section 4.5 below, the number
of outstanding Ordinary Shares is increased by a stock dividend payable in Ordinary Shares, or by a forward or reverse split of Ordinary
Shares, or other similar event, then, on the effective date of such stock dividend, split or similar event, the number of Ordinary Shares
issuable on exercise of each Warrant shall be increased or decreased in proportion to such increase or decrease in outstanding Ordinary
Shares. A rights offering to all holders of the Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the
Fair Market Value shall be deemed a stock dividend of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares
actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible
into or exercisable for the Ordinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in
such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1, if the rights offering is for securities
convertible into or exercisable for Ordinary Shares, in determining the price payable for the Ordinary Shares, there shall be taken into
account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion.


 






    6 


     


    

 


4.2           Aggregation of Shares. If, after the date hereof, and subject to the provisions of Section 4.6, the number of outstanding
Ordinary shares is decreased by a consolidation, combination or reclassification of Ordinary shares or other similar event, then, on the
effective date of such consolidation, combination, reclassification or similar event, the number of Ordinary shares issuable on exercise
of each Warrant shall be decreased in proportion to such decrease in outstanding Ordinary shares.


 


4.3          
Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding
and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on
account of such Ordinary Shares (or other shares of the Company’s capital stock into which the Warrants are convertible), other
than (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of
the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary
Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust
Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares
as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the
distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein
as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date
of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board of directors,
in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of
this subsection 4.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on
a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the
365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events
referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to
the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering
price of the Units in the Offering).


 


4.4           
Adjustments in Exercise Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted,
as provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price,
immediately prior to such adjustment, by a fraction, (a) the numerator of which shall be the number of Ordinary Shares purchasable
upon the exercise of the Warrants immediately prior to such adjustment, and (b) the denominator of which shall be the number of Ordinary
Shares so purchasable immediately thereafter.


 






    7 


     


    

 


4.5           
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding
Ordinary Shares (other than a change covered by Sections 4.1, 4.2 or 4.3 hereof or one that solely affects the par value of such Ordinary
Shares), or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or
merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding
Ordinary Shares), or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company
as an entirety or substantially as an entirety, in connection with which the Company is dissolved, the Registered Holders shall thereafter
have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the
Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby,
the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the Registered Holder would have received if
such Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results
in a change in Ordinary Shares covered by Sections 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2,
4.3 and this Section 4.5. The provisions of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations,
mergers or consolidations, sales or other transfers.


 


4.6           Issuance
in Connection with a Business Combination. If, in connection with a Business Combination, the Company (x) issues additional Ordinary
Shares or equity-linked securities for capital raising purposes at an issue price or effective issue price of less than $9.20 per share
(with such issue price or effective issue price as determined by the Company’s Board of Directors, in good faith) (the “Newly
Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and
interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business Combination
(net of redemptions), and (z) the Market Price (as defined below) is below $9.20 per share, the Warrant Price shall be adjusted (to the
nearest cent) to be equal to 115% of the higher of the Market Price or the Newly Issued Price, and the Redemption Trigger Price (as defined
in Section 6.1 below) shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Price or Newly Issued
Price. For purposes of this Section 4.6, the “Market Price” shall mean the volume weighted average reported last sale
price of the Ordinary Shares for the 20 trading days ending on the trading day prior to the date of the completion of the Business Combination.


 


4.7           
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting
from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant,
setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of
any event specified in Sections 4.1 – 4.6 the Company shall give written notice to each Registered Holder, at the last address
set forth for such Registered Holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such
notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.8           
Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and
Warrants issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially
issued pursuant to this Warrant Agreement. However, the Company may, at any time, in its sole discretion, make any change in the form
of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or
countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 






    8 


     


    

 



 


4.9             
Notice of Certain Transactions. In the event that the Company shall (a) offer to holders of all its Ordinary Shares
rights to subscribe for or to purchase any securities convertible into Ordinary Shares or shares of stock of any class or any other securities,
rights or options, (b) issue any rights, options or warrants entitling all the holders of Ordinary Shares to subscribe for Ordinary
Shares, or (c) make a tender offer, redemption offer or exchange offer with respect to the Ordinary Shares, the Company shall send
to the Registered Holders a notice of such action or offer. Such notice shall be mailed to the Registered Holders at their addresses as
they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or
the date such issuance or event is to take place and the date of participation therein by the holders of Ordinary Shares, if any such
date is to be fixed, and shall briefly indicate the effect of such action on the Ordinary Shares and on the number and kind of any other
shares of stock and on other property, if any, and the number of Ordinary Shares and other property, if any, issuable upon exercise of
each Warrant and the Warrant Price after giving effect to any adjustment pursuant to this Section 4 which would be required as a
result of such action. Such notice shall be given as promptly as practicable after the Company has taken any such action.


 


4.10         
Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an
adverse impact, in any material respect, on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such
case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national
standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate
the intent and purpose of this Section 4 and, if such firm determines that an adjustment is necessary, the terms of such adjustment. The
Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion


 


5.                 
Transfer and Exchange of Warrants.


 


5.1             
Transfer of Public Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together
with the Unit in which such Public Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange
of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Public Warrants
included in such Unit. From and after the Detachment Date, this Section 5.1 will have no further force and effect.


 


5.2             
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant into
the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied
by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall
be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent
to the Company from time to time upon the Company’s request.


 


 



    9


     


    

 





5.3              
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for
exchange or transfer, and, thereupon, the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the
Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that, in the
event a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and shall not issue
new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer
may be made and indicating whether the new Warrants must also bear a restrictive legend.


 


5.4              
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will
result in the issuance of a warrant certificate for a fraction of a warrant.


 


5.5              
Service Charges. There shall be a reasonable service charge paid to the Warrant Agent for any exchange or registration of
transfer of Warrants.


 


5.6              
Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Warrant Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the
Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for
such purpose.


 


5.7              
Private Warrants. The Warrant Agent shall not register any transfer of Private Warrants until 30 days after the consummation
by the Company of a Business Combination, except for transfers made in accordance with Section 2.5 hereof, on the condition that prior
to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee or
the trustee or legal guardian for such transferee agrees to be bound by the terms of the Subscription Agreement.


 


6.                 
Redemption.


 


6.1              
Redemption. Subject to Section 6.5, all (and not less than all) of the outstanding Warrants may be redeemed, in whole
and not in part, at the option of the Company, at any time from and after the Warrants become exercisable, and prior to their expiration,
at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $.01 per Warrant (“Redemption
Price”); provided that the last sales price of the Ordinary Shares has been equal to or greater than $18.00 per share (subject
to adjustment for splits, dividends, recapitalizations and other similar events) (the “Redemption Trigger Price”),
for any twenty (20) trading days within a thirty (30) trading day period ending on the third business day prior to the date
on which notice of redemption is given and provided further that (i) there is a current registration statement in effect with respect
to the Ordinary Shares underlying the Warrants for each day in the 30-Day Trading Period and continuing each day thereafter until the
Redemption Date (defined below) or (ii) the cashless exercise of the Warrants pursuant to Section 3.3.2 is exempt from the registration
requirements under the Act. For avoidance of doubt, if and when the warrants become redeemable by the Company under this Section, the
Company may exercise its redemption right, even if it is unable to register or qualify the Warrant Shares for sale under all applicable
state securities laws.


 






    10


     


    

 


6.2               
Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants, the Company
shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail,
postage prepaid, by the Company not less than 30 days prior to the date fixed for redemption to the Registered Holders of the Warrants
to be redeemed at their last addresses as they shall appear on the Warrant Register. Any notice mailed in the manner herein provided shall
be conclusively presumed to have been duly given, whether or not the Registered Holder received such notice.


 


6.3               
Exercise After Notice of Redemption. The Warrants may be exercised in accordance with Section 3 of this Warrant Agreement
at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption
Date; provided that the Company may require the Registered Holder who desires to exercise the Warrant to elect cashless exercise as set
forth under Section 3.3.2, and such Registered Holder must exercise the Warrants on a cashless basis if the Company so requires. On and
after the Redemption Date, the Registered Holder of the Warrants shall have no further rights except to receive, upon surrender of the
Warrants, the Redemption Price.


 


6.4               
No Other Rights to Cash Payment. Except for a redemption in accordance with this Section 6, no Registered Holder of
any Warrant shall be entitled to any cash payment whatsoever from the Company in connection with the ownership, exercise or surrender
of any Warrant under this Warrant Agreement.


 


6.5              
Exclusion of Certain Warrants. The Company understands that the redemption rights provided for by this Section 6 apply only
to outstanding Warrants. To the extent a person holds rights to purchase Warrants, such purchase rights shall not be extinguished by redemption.
However, once such purchase rights are exercised, the Company may redeem the Warrants issued upon such exercise provided that the criteria
for redemption is met. Additionally, any of the Private Warrants shall not be redeemable by the Company as long as such Private Warrants
continue to be held by initial purchasers and affiliates or their permitted transferees (as prescribed in Section 5.7 hereof). However,
once such Private Warrants are no longer held by the initial purchasers or their affiliates or permitted transferees, such Private Warrants
shall then be redeemable by the Company pursuant to Section 6 hereof. The provisions of this Section 6.5 may not be modified, amended
or deleted without the prior written consent of the Representative.


 


7.                 
Other Provisions Relating to Rights of Registered Holders of Warrants.


 


7.1             
No Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder
of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights
to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors of
the Company or any other matter.


 






    11


     


    

 


7.2                
Lost, Stolen Mutilated or Destroyed Warrants. If any Warrant is lost, stolen, mutilated or destroyed, the Company and the
Warrant Agent may, on such terms as to indemnity or otherwise as they may in their discretion impose (which terms shall, in the case of
a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor and date as the Warrant so lost,
stolen, mutilated or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not
the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3               
Reservation of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but
unissued Ordinary Shares that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant
Agreement.


 


7.4                
Registration of Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than thirty (30)
business days after the closing of a Business Combination, it shall use its best efforts to file with the SEC a registration statement
for the registration under the Act of the Ordinary Shares issuable upon exercise of the Warrants, and to cause the same to become effective
and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the
Warrants in accordance with the provisions of this Agreement. In addition, the Company agrees to use its best efforts to register the
Ordinary Shares issuable upon exercise of the Warrants under state blue sky laws, to the extent an exemption is not available.


 


8.                 
Concerning the Warrant Agent and Other Matters.


 


8.1             
Payment of Taxes. The Company will, from time to time, promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance or delivery of Ordinary Shares upon the exercise of Warrants, but the Company shall not
be obligated to pay any transfer taxes in respect of the Warrants or such shares.


 


8.2             
Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1       
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties
and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the
Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint,
in writing, a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period
of 30 days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the Registered Holder of
the Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the Registered Holder of
any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant
Agent. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under
the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New
York, and be authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state
authorities. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties
and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further
act or deed; but, if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the
expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor
Warrant Agent hereunder; and, upon request of any successor Warrant Agent, the Company shall make, execute, acknowledge, and deliver any
and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties and obligations.


 






    12


     


    

 


8.2.2        
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the transfer agent for the Ordinary Shares not later than the effective date of any such
appointment.


 


8.2.3        
Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may
be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the
successor Warrant Agent under this Warrant Agreement without any further act on the part of the Company or the Warrant Agent.


 


8.3             
Fees and Expenses of Warrant Agent.


 


8.3.1        
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as Warrant Agent hereunder
and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of
its duties hereunder.


 


8.3.2        
Further Assurances. The Company agrees to perform, execute, acknowledge and deliver, or cause to be performed, executed,
acknowledged and delivered, all such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent
for the carrying out or performing of the provisions of this Warrant Agreement.


 


8.4             
Liability of Warrant Agent.


 


8.4.1        
Reliance on Company Statement. Whenever, in the performance of its duties under this Warrant Agreement, the Warrant Agent
shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any
action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer or Chairman of the Board
of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in
good faith by it pursuant to the provisions of this Warrant Agreement.


 


8.4.2        
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith.
The Company agrees to indemnify the Warrant Agent and hold it harmless against any and all liabilities, including judgments, costs and
reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Warrant Agreement, except as a result
of the Warrant Agent’s gross negligence, willful misconduct or bad faith.


 






    13


     


    

 


8.4.3       
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with
respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach
by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant; nor shall it be responsible to make
any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method or amount of any such adjustment
or the ascertaining of the existence of facts that would require any such adjustment; nor shall it, by any act hereunder, be deemed to
make any representation or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Warrant
Agreement or any Warrant or as to whether any Ordinary Shares will when issued be valid and fully paid and non-assessable.


 


8.5             
Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Warrant Agreement and agrees to perform
the same upon the terms and conditions herein set forth and, among other things, shall account promptly to the Company with respect to
Warrants exercised and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase of
shares of the Company’s Ordinary Shares through the exercise of Warrants.


 


8.6             
Waiver. The Warrant Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in or to any distribution of the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date
hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


9.                 
Miscellaneous Provisions.


 


9.1             
Successors. All the covenants and provisions of this Warrant Agreement by or for the benefit of the Company or the Warrant
Agent shall bind and inure to the benefit of their respective successors and assigns.


 


9.2             
Notices. Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or
by the Registered Holder of any Warrant to or on the Company shall be delivered by hand or sent by registered or certified mail or overnight
courier service, addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows:


 


Model Performance Acquisition Corp.


Cheung Kong Center,


58 Floor, Unit 5801


2 Queens Road Central


Central


Hong Kong

Attn: Serena Shie


 


with a copy (which shall not constitute
notice) to:





 






    14


     


    

 


Loeb & Loeb LLP


345 Park Avenue


New York, New York 10154


Attn: Giovanni Caruso


 


Any notice, statement or demand authorized by
this Warrant Agreement to be given or made by the Registered Holder of any Warrant or by the Company to or on the Warrant Agent shall
be delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until another address is filed in
writing by the Warrant Agent with the Company), as follows:


 


Continental Stock Transfer & Trust
Company


1 State Street, 30th Floor


New York, NY 10004


 


Any notice, sent pursuant to this Warrant Agreement
shall be effective, if delivered by hand, upon receipt thereof by the party to whom it is addressed, if sent by overnight courier, on
the next business day of the delivery to the courier, and if sent by registered or certified mail on the third day after registration
or certification thereof.


 


9.3             
Applicable Law. The validity, interpretation, and performance of this Warrant Agreement and of the Warrants shall be governed
in all respects by the laws of the State of New York, without giving effect to conflict of laws. The Company and the Warrant Agent hereby
agree that any action, proceeding or claim against either of them arising out of or relating in any way to this Warrant Agreement shall
be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company and the Warrant Agent hereby waive any
objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served
upon the Company or the Warrant Agent may be served by transmitting a copy thereof by registered or certified mail, return receipt requested,
postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be deemed personal service and
shall be legal and binding upon the party receiving such service in any action, proceeding or claim.


 


9.4             
Persons Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be
implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other
than the parties hereto and the Registered Holders of the Warrants and, for the purposes of Sections 2.5 and 6.5 hereof, the Representative
and the underwriters, any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation,
promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement shall
be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.


 


9.5             
Examination of the Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the
office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant.
The Warrant Agent may require any such Registered Holder to submit his, her or its Warrant for inspection.


 






    15


     


    

 


9.6             
Counterparts- Facsimile Signatures. This Warrant Agreement may be executed in any number of counterparts, and each of such
counterparts shall, for all purposes, be deemed to be an original, and all such counterparts shall together constitute one and the same
instrument. Facsimile signatures shall constitute original signatures for all purposes of this Warrant Agreement.


 


9.7              
Effect of Headings. The section headings herein are for convenience only and are not part of this Warrant Agreement and
shall not affect the interpretation thereof


 


9.8              
Amendments. This Warrant Agreement and any Warrant certificate may be amended by the parties hereto by executing a supplemental
warrant agreement (a “Supplemental Agreement”), without the consent of any of the Warrant Holders, for the purpose
of (i) curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein, or making any other
provisions with respect to matters or questions arising under this Warrant Agreement that is not inconsistent with the provisions of this
Warrant Agreement or the Warrant certificates, (ii) evidencing the succession of another corporation to the Company and the assumption
by any such successor of the covenants of the Company contained in this Warrant Agreement and the Warrants, (iii) evidencing and
providing for the acceptance of appointment by a successor Warrant Agent with respect to the Warrants, (iv) adding to the covenants
of the Company for the benefit of the Registered Holders or surrendering any right or power conferred upon the Company under this Warrant
Agreement, or (viii) amending this Warrant Agreement and the Warrants in any manner that the Company may deem to be necessary or
desirable and that will not adversely affect the interests of the Registered Holders in any material respect. All other modifications
or amendments to this Warrant Agreement, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require
the written consent of the Registered Holders of a majority of the then outstanding Warrants. Notwithstanding the foregoing, the Company
may extend the duration of the Exercise Period in accordance with Section 3.2 without such consent.


 


9.9              
Severability. This Warrant Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Warrant Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this
Warrant Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[SIGNATURE PAGE FOLLOWS]





 






    16


     


    

 


IN WITNESS WHEREOF, this Warrant Agreement has
been duly executed by the parties hereto as of the day and year first above written.


 


	 	 	 
	 	MODEL PERFORMANCE ACQUISITION CORP.
	 	 	 
	 	By:	
	 	 	Name:  Serena Shie
	 	 	Title:     Chief Financial Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:



 


[Signature Page to Warrant Agreement]


 









     


     


    

 


EXHIBIT A


 


[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary Shares and
are issued or to be issued pursuant to a Warrant Agreement dated as of                 ,
2021 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental
Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”),
which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description
of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the
words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively)
of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms
used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed
and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise
of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there
shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding anything else
in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement
covering the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating
to the Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant Agreement.


 


The Warrant Agreement provides
that upon the occurrence of certain events the number of Ordinary Shares issuable upon exercise of the Warrants set forth on the face
hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive
a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary Shares
to be issued to the holder of the Warrant.


 


Warrant Certificates, when
surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement,
but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate
a like number of Warrants.


 



     


     


    




 


Upon due presentation for
registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates
of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge
imposed in connection therewith.


 


The Company and the Warrant
Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.





 






    2


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, to receive               
   Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of Model Performance Acquisition Corp. (the “Company”)
in the amount of $         in accordance with the terms hereof. The undersigned requests that a certificate for
such Ordinary Shares be registered in the name of                 , whose address is 
                 and that such Ordinary Shares be delivered to         
                          whose address is       
          . If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the
undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name
of                 , whose address is               
           and that such Warrant Certificate be delivered to                
, whose address is                 .


 


In the event that the Warrant
has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required
cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is
exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant
Agreement.


 


In the event that the Warrant
is a Private Placement Warrant or Working Capital Warrant that is to be exercised on a “cashless” basis pursuant to subsection
3.3.2 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance
with subsection 3.3.2 of the Warrant Agreement.


 


In the event that the Warrant
is to be exercised on a “cashless” basis pursuant to Section 3.3.2 of the Warrant Agreement, the number of
Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 3.3.2 of the Warrant
Agreement.


 


In the event that the Warrant
may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this
Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such
cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares.
If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise),
the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the
name of                 , whose address is             
             and that such Warrant Certificate be delivered to             
    , whose address is                .


 


[Signature Page Follows]


	Date:                , 21
	 
	Signature Guaranteed:
	 





THE SIGNATURE(S) SHOULD 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).


 






    3


     


    

 





EXHIBIT B


 


LEGEND


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES
LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER
AGREEMENT BY AND AMONG MODEL PERFORMANCE ACQUISITION CORP. (THE “COMPANY”), FIRST EURO INVESTMENTS LIMITED AND THE OTHER PARTIES
THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS
AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT
REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH
THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY
SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT
TO BE EXECUTED BY THE COMPANY.”