Exhibit 10.3


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Model Performance Acquisition Corp., a
British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company, as New York corporation
(“Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, No. 333-[ ] (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering of the Company’s units (the “Units”), each of which consists of one share of the Company’s
Class A ordinary shares, no par value (the “Ordinary Share”), one-half of one redeemable warrant, each whole warrant
entitling the holder thereof to purchase one Ordinary Share, subject to adjustment, and one right to receive one-tenth of one Class A
ordinary share (such initial public offering hereinafter referred to as the “IPO”) has been declared effective as of the date
hereof (“Effective Date”) by the U.S. Securities and Exchange Commission (capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Registration Statement);


 


WHEREAS, the Company has entered
into an Underwriting Agreement, dated [ ]. 2021 (the “Underwriting Agreement”), with Maxim Group LLC (“Maxim”)
acting as the underwriter in the IPO;


 


WHEREAS, if a Business Combination
is not consummated within the initial 182month period following the closing of the IPO, the Company’s insiders may extend such period
two times by an additional three-months each time, up to a maximum of 18 months in the aggregate, by depositing $500,000 (or $575,000
if the Underwriters’ over-allotment option is exercised in full) into Trust Account (as defined below) no later than the 12 month
anniversary of the IPO or the 15 month anniversary of the IPO (each, an “Applicable Deadline”), as applicable, for each three-month
extension (each, an “Extension”), in exchange for which they will receive promissory notes;


 


WHEREAS, as described in the
Registration Statement, and in accordance with the Company’s Amended and Restated Memorandum and Articles of Association, $50,000,000
of the gross proceeds of the IPO and a private placement taking place simultaneously therewith ($57,500,000 if the over-allotment option
is exercised in full), plus any amount eventually deposited on account of any Extension, will be delivered to the Trustee to be deposited
and held in the Trust Account for the benefit of the Company and the holders of the Company’s ordinary shares, no par value , issued
in the IPO as hereinafter provided (the proceeds to be delivered to the Trustee, including the proceeds from any loans in connection with
an Extension, if any, will be referred to herein as the “Property”; the shareholders for whose benefit the Trustee shall hold
the Property will be referred to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred
to together as the “Beneficiaries”);


 


WHEREAS, pursuant to the Underwriting
Agreement, a portion of the Property equal to $1,750,000, or $2,012,500 if the Underwriters’ over-allotment option is exercised
in full, is attributable to deferred underwriting discounts and commissions (the “Deferred Discount”) that will be payable
by the Company to the Underwriters upon and concurrently with the consummation of the Business Combination; and


 






     


     


    

 


WHEREAS, the Company and the
Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1.                 
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)              
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust
Account”), which Trust Account shall be established by the Trustee in the United States at Deutsche Bank AG (or at another U.S.
chartered commercial bank with consolidated assets of $100 billion or more) in the United States, maintained by Trustee, and at a brokerage
institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b)              
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)              
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company
Act”), having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and
(d)(4) of Rule 2a-7 promulgated under the Investment Company Act (or any successor rule), which invest only in direct U.S. government
treasury obligations, as determined by the Company; it being understood that the Trust Account will earn no interest while account funds
are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn bank credits or other consideration during
such periods;


 


(d)              
Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)              
Promptly notify the Company and Maxim of all communications received by the Trustee with respect to any Property requiring action
by the Company;


 


(f)               
Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with
the Company’s preparation of the tax returns relating to assets held in the Trust Account;


 


(g)              
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when
instructed by the Company to do so;


 


(h)              
Render to the Company, and to such other person as the Company may instruct, monthly written statements of the activities of and
amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and


 






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(i)                
Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms
of a letter from the Company (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Executive
Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other
authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account,
including interest not previously released to the Company to pay its taxes or to fund the Company’s working capital requirements
(less up to $50,000 of interest that may be released to the Company to pay dissolution expenses in the case of a Termination Letter in
the form of Exhibit B hereto), only as directed in the Termination Letter and the other documents referred to therein; or (y) upon
the date which is, the later of (1) 12 months after the closing of the IPO and (2) such later date as may be approved by the Company’s
shareholders in accordance with the Company’s Amended and Restated Memorandum and Articles of Association if a Termination Letter
has not been received by the Trustee by the 12-month anniversary of the closing of the IPO (“Closing”) or, in the event that
the Company extended the time to complete the Business Combination for up to 15 or 18 months from the closing of the IPO but has not completed
the Business Combination within such 15- or 18-month period, the 15- or 18-month anniversary of the Closing (as applicable, the “Last
Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached hereto
as Exhibit B hereto and the Property in the Trust Account, including interest not previously released to the Company to pay its taxes
or to fund the Company’s working capital requirements (less up to $50,000 of interest that may be released to the Company to pay
dissolution expenses) shall be distributed to the Public Shareholders as of the Last Date, provided, however, that in the event the
Trustee receives .a Termination Letter in a form substantially similar to Exhibit B hereto, or if the
Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of
this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been
distributed to the Public Shareholders;


 


(j)                
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C, withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by
the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on
the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment,
and the Company shall forward such payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient
cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated
by the Company in writing to make such distribution, so long as such distribution shall not result in a reduction in the principal amount
initially deposited in the Trust Account (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter);
provided, further, that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be
accompanied by a copy of the franchise tax bill from the British Virgin Islands for the Company (it being acknowledged and agreed that
any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request
of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall
have no responsibility to look beyond said request.


 






    B-3 


     


    

 


(k)              
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D, distribute on behalf of the Company the amount requested by the Company to be used to redeem Ordinary Shares from Public
Shareholders properly submitted for redemption in connection with a shareholder vote to approve (i) an amendment to the Amended and Restated
Memorandum and Articles of Association to modify the substance or timing of the ability of Public Shareholders to seek redemption in connection
with an initial Business Combination or the Company’s obligation to redeem 100% of its public shares of Ordinary Shares if the Company
has not consummated an initial Business Combination within such time as is described in the Amended and Restated Memorandum and Articles
of Association or (ii) an amendment with respect to any other provision of the Amended and Restated Memorandum and Articles of Association
relating to shareholders’ rights or pre-initial Business Combination activity. The written request of the Company referenced above
shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility
to look beyond said request;


 


(l)                
Reserved;


 


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


 


(n)              
Not disburse any amounts from the Trust Account in connection with a Business Combination in the event that the amount per share
to be received by the redeeming Public Shareholders is less than $10.10 per share (plus the amount per share deposited in the Trust Account
pursuant to any Extension Letter).


 


(o)              
In connection with a Business Combination, before making disbursements to the Depository Trust Company, the Company or any other
person, disburse the per share amount to redeeming Public Shareholders (other than shares tendered through the Depository Trust Company)
that have tendered their shares directly to the Trustee.


 


(p)              
Promptly acknowledge and comply with any irrevocable instruction letter delivered in the form of Exhibit F delivered by the Company
in connection with the disbursement of funds to a Public Shareholder.


 


(q)              
Promptly acknowledge, in writing to any redeeming Public Shareholder and the Company, any irrevocable instruction letter in the
form of Exhibit G delivered by such redeeming Public Shareholder after the announcement by the Company of a proposed Business Combination
and promptly comply with any irrevocable written instruction letter in the form of Exhibit G delivered by such Public Shareholder in connection
with the disbursement of funds to such Public Shareholder if the Company has not notified the Trustee in writing during the Objection
Period that such irrevocable written instruction letter is a Non-Compliant Instruction Letter (as defined below);and


 






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


 


2.                 
Limited Distributions of Income from Trust Account.


 


(a)              
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by the Company
to cover any income or other tax obligation owed by the Company.


 


(b)              
The limited distributions referred to in Section 2(a) above shall be made only from income collected on the Property. Except as
provided in Section 2(a), no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) or Section
1 (k) hereof.


 


(c)              
The Company shall provide Maxim with a copy of any Termination Letters and/or any other correspondence that it issues to the Trustee
with respect to any proposed withdrawal from the Trust Account promptly after such issuance.


 


(d)              
If applicable, the Company shall issue a press release at least three days prior to the Applicable Deadline announcing that, at
least five days prior to the Applicable Deadline, the Company received notice from the Company’s insiders that the insiders intend
to extend the Applicable Deadline.


 


(e)              
The Company shall, promptly following the Applicable Deadline, disclose whether or not the term the Company has to consummate a
Business Combination has been extended.


 


3.                 
Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)              
Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive
Officer, Chief Financial Officer, President, Executive Vice President, Vice President or Secretary. In addition, except with respect to
its duties under Sections 1(i), 1(j), 1(k), 2(a) and 2(b) hereof, the Trustee shall be entitled to rely on, and shall be protected in
relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any
one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in
writing;


 


(b)              
Subject to the provisions of Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and
against, any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with
any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any
claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee
hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross
negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of
any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 3(b), it shall notify
the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right
to conduct and manage the defense against such Indemnified Claim, ;provided, that the Trustee shall obtain the consent of the Company
with respect to the selection of counsel, which such consent shall not be unreasonably withheld. The Trustee may not agree to settle any
Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company
may participate in such action with its own counsel;


 






    B-5 


     


    

 


(c)              
Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration
fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fee unless and until the closing of the Business Combination. The Company shall pay the
Trustee the initial acceptance fee and the first annual administration fee at the consummation of the IPO. The Trustee shall refund to
the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account.
The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 3(c), Schedule
A and as may be provided in Section 3(b) hereof;


 


(d)              
In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit
or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes verifying the vote
of the Company’s shareholders regarding such Business Combination.


 


(e)              
In the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company
agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement.


 


(f)               
Upon receiving the written request of a Public Shareholder to do so at any time after the date hereof, provide such Public Shareholder
with a copy of any instruction provided to the Trustee pursuant to Section 1(i), Section 1(j) or Section 1(k) along with any Notification
(as defined in Exhibit A), Instruction Letter (as defined in Exhibit A), applicable flow of funds memorandum (or similar document), or
any other notice delivered to the Trustee by the Company regarding the disbursement of Property from the Trust Account resulting in the
Property left in the Trust Account being less than $50,000,000 (or $57,500,000 if the Underwriters’ over-allotment option is exercised
in full) plus any amount eventually deposited on account of any Extension, which, in each case, shall specify to whom the Property shall
be disbursed (such written notice, a “Disbursement Notice” and the date such Public Shareholder receives a Disbursement Notice,
a “Disbursement Notice Date”). Each Disbursement Notice shall be delivered to such Public Shareholder at least two business
days prior to the disbursement of any Property pursuant to Section 1(i) or Section 1(j) and no Property shall be disbursed from the Trust
Account prior to the date that is two business days from the applicable Disbursement Notice Date.


 


(g)              
At the request of any Public Shareholder who has removed shares from street name and holds such shares either in certificated or
book-entry form and, except if such shares are held in book-entry form, delivered such certificated shares to the Trustee for purposes
of redemption in connection with a Business Combination, concurrently with the delivery of such shares, solely if such shares are certificated.
to the Trustee, send an irrevocable written instruction letter in the form of Exhibit F to the Trustee directing the Trustee to disburse
no less than $10.10 per share (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter) to such Public
Shareholder.


 






    B-6 


     


    

 


(h)              
Following receipt of a copy of an irrevocable written instruction letter in the form of Exhibit G delivered by a Public Shareholder
who has removed shares from street name and holds such shares either in certificated or book-entry form and, except if such shares are
held in book-entry form, delivered such certificated shares to the Trustee for purposes of redemption in connection with a Business Combination
to the Trustee, review such letter to confirm (i) such letter is in the form of Exhibit G, (ii) a Business Combination has been announced
on or prior to the date of such letter and (iii) the number of ordinary shares set forth on such letter to be redeemed is not greater
than the number of ordinary shares held by the applicable Public Shareholder. Solely if the Company cannot confirm the requirements of
clauses (i) through (iii) of this Section 3(h), but not for any other reason, then within two days of the Company’s receipt of the
applicable copy of the irrevocable written instruction letter in the form of Exhibit G (such time period, the “Objection Period”),
the Company will notify the applicable Public Shareholder and the Trustee in writing that such irrevocable written instruction letter
is a “Non-Compliant Instruction Letter” and that the Trustee shall not comply with such letter.


 


4.                 
Limitations of Liability. The Trustee shall have no responsibility or liability to:


 


(a)              
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this
Agreement and that which is expressly set forth herein;


 


(b)              
Take any action with respect to the Property, other than as directed in Section 1 and 2 hereof and the Trustee shall have no liability
to any third party except for liability arising out of the Trustee’s own gross negligence, fraud or willful misconduct;


 


(c)              
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding
of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d)              
Change the investment of any Property, other than in compliance with Section 1(c);


 


(e)              
Refund any depreciation in principal of any Property;


 


(f)               
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless
provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(g)              
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper
or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability
of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed
or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by
the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 






    B-7 


     


    

 


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


 


(i)                
Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as
contemplated by the Registration Statement;


 


(j)                
File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and
payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned
on the Property;


 


(k)              
Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such
taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section
2(a) hereof); and


 


(l)                
Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Section 1(i),
Section 1(j), 2(a) or 2(b) above.


 


5.                 
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust
Account and not against the Property or any monies in the Trust Account.


 


6.                 
Termination. This Agreement shall terminate as follows:


 


(a)              
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee pending which the Trustee shall continue to act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the
terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited
to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided,
however, that, in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation
notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from
any liability whatsoever; or


 






    B-8 


     


    

 


(b)              
At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall
terminate except with respect to Section 3(b).


 


7.                 
Miscellaneous.


 


(a)              
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect
to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating
to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers,
the Trustee shall rely upon all information supplied to it by the Company, including account names, account numbers, and all other identifying
information relating to a beneficiary, beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error
in the information or transmission of the funds.


 


(b)              
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement
may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.


 


(c)              
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.
Except for Sections 1(i), 1(k), 1(m), 1(n), 3(g), 3(h) 7(c) and 7(h) (which may only be amended with the approval of the holders of at
least 50% of the ordinary shares sold in the IPO, provided that all Public Shareholders must be given the right to receive a pro-rata
portion of the trust account (no less than $10.10 per share plus the amount per share deposited in the Trust Account pursuant to any Extension
Letter) in connection with any such amendment), this Agreement or any provision hereof may only be changed, amended or modified by a writing
signed by each of the parties hereto; provided, however, that no such change, amendment or modification may be made without the prior
written consent of Maxim. As to any claim, cross-claim or counterclaim in any way relating to this Agreement, each party waives the right
to trial by jury. The Trustee may require from Company counsel an opinion as to the propriety of any proposed amendment.


 


(d)              
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of
New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 






    B-9 


     


    

 


(e)              
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or
by electronic mail:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attn: Francis E. Wolf, Jr. and Celeste Gonzales


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


Model Performance Acquisition Corp.


Cheung Kong Center,


58 Floor, Unit 5801


2 Queens Road Central


Central


Hong Kong


Attn: Serena Shie


 


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


 


Maxim Group LLC


405 Lexington Avenue


New York, NY 10174


Attn: Clifford Teller


Facsimile: (646) 242-6792


 


and


 


Loeb & Loeb LLP


345 Park Avenue


New York, New York 10154


Attn: Giovanni Caruso, Esq.


Fax No.: (212) 407-4990


 


and


 


Schiff Hardin LLP


901 K Street NW


Suite 700


Washington, DC 20001


Attn: Ralph V. De Martino


Fax No.: (202)778-6400


 






    B-10 


     


    

 


(f)               
This Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(g)              
Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter
into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall
not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust
Account under any circumstance.


 


(h)              
This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(i)                
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission
shall constitute valid and sufficient delivery thereof.


 


(j)                
Each of the Company and the Trustee hereby acknowledges and agrees that the Representatives, on behalf of the Underwriters, are
third party beneficiaries of this Agreement.


 


(k)              
 Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any person
or entity.


 






    B-11 


     


    

 


IN WITNESS WHEREOF, the parties
have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 
	 	By:	 
	 	 	Name:	Francis Wolf
	 	 	Title:	Vice President




 


	 	MODEL PERFORMANCE ACQUISITION CORP
	 	 
	 	By:	 
	 	 	Name:	Serena Shie
	 	 	Title:	Chief Financial Officer



 






     


     


    

 



 


SCHEDULE A


 


	Fee Item	Time and method of payment	Amount
	
    Initial acceptance fee

    
	Initial closing of IPO by wire transfer	$3,500.00
	Annual fee	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	$10,000.00
	Transaction processing fee for disbursements to Company under Section 2	Billed to Company following disbursement made to Company under Section 2	$250.00
	Paying Agent services as required pursuant to Section 1	Billed to Company upon delivery of service pursuant to Section 1	Prevailing rates


 






    


     


    

 





EXHIBIT A


[Letterhead of Company]



[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, N.Y. 10004

Attn: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust Account No. [] - Termination Letter



 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Model Performance Acquisition Corp. ( the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 2021 (the “Trust Agreement”),
this is to advise you that the Company has entered into an agreement with [___________] (the “Target Business”) to
consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The
Company shall notify you at least 72 hours (or such shorter time as you may agree) in advance of the actual date fixed for the consummation
of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence to liquidate all the assets of the Trust Account on [insert date], such that,
on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts
that the Company shall direct on the Consummation Date (including as directed to it by Maxim (with respect to the Deferred Discount)).
It is acknowledged and agreed that while the funds are on deposit in the Trust Account awaiting distribution, the Company will not earn
any interest or dividends.


 


On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the
Company shall deliver to you (a) a certificate of its Chief Executive Officer (the “Vote Verification Certificate”),
which verifies either that (i) the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is
held or (ii) no vote of the Company’s stockholders for the approval of the Business Combination is required and none has been held,
and (b) a joint written instruction signed by the Company and Maxim with respect to the transfer of the funds held in the Trust Account,
including payment of amounts owed to Public Shareholders who have properly exercised their redemption rights and payment of the Deferred
Discount to Maxim from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized
to transfer the funds held in the Trust Account immediately upon your receipt of the Notification, the Vote Verification Certificate and
the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust
Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon
the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust
Account, your obligations under the Trust Agreement shall be terminated.


 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by you of written instructions from the Company, the funds held
in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following
such original Consummation Date as set forth in such notice or as soon thereafter as possible.


 


	 	Very truly yours,
	 	 
	 	MODEL PERFORMANCE ACQUISITION CORP
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: Secretary/Assistant Secretary



	 	 
	
    Acknowledged and Agreed:
	 
	 	 
	Maxim Group LLC	 
	 	 
	By:	 	 
	Name:	 
	Title:	 



 






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EXHIBIT B


[Letterhead of Company]



[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Trust Account No. [] - Termination
Letter 


 


Dear Ladies and Gentlemen:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Model Performance Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 2021 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a Business Combination within the time frame specified in the Company’s
Amended and Restated Memorandum and Articles of Association, as described in the Company’s prospectus relating to its IPO. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on [   ], 2021 to keep
the total proceeds thereof in the Trust Account to await distribution to the Public Shareholders. The Company has selected [      ,
2021]1 as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their
share of the liquidation proceeds. You agree to be the Paying Agent of record, and in your separate capacity as Paying Agent, agree to
distribute said funds directly to the Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated
Memorandum and Articles of Association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable
unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except
to the extent otherwise provided in Section 1(i) of the Trust Agreement.


 





	 	Very truly yours,
	 	 
	 	MODEL PERFORMANCE ACQUISITION CORP
	 	 
	 	By: 	 
	 	Name:
	 	Title:



 





 



 


112
months from the closing of the IPO


 






    D-1


     


    

 


		 
	 	By:	 
	 	Name:
	 	Title: Secretary/Assistant Secretary


 





cc: Maxim Group LLC


 






    B-2


     


    

 


EXHIBIT C


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re:       Trust Account No.
                        Tax
Withdrawal Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between Model Performance Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $         of the interest income earned
on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds
to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


 [WIRE INSTRUCTION INFORMATION]




 


	 	Very truly yours,
	 	 
	 	Model Performance Acquisition Corp.
	 	 
	 	By	 
	 	 	Name:
	 	 	Title:




cc: Maxim Group LLC


 






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EXHIBIT D


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account No. Shareholder
Redemption Withdrawal Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section 1(k) of
the Investment Management Trust Agreement between Model Performance Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver $         of the principal and interest income earned
on the Property as of the date hereof to a segregated account held by you on behalf of Public Shareholders who have properly elected to
have their Ordinary Shares that were sold by the Company in the IPO(the “Public Shares”) redeemed by the Company as
described below. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds
to pay the Public Shareholders who have properly elected to have their Public Shares redeemed by the Company in connection with a shareholder
vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance
or timing of the ability of Public Shareholders to seek redemption in connection with an initial Business Combination or the Company’s
obligation to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within such time as
is described in the Company’s Amended and Restated Memorandum and Articles of Association or to affect provisions of the Company’s
Amended and Restated Memorandum and Articles of Association relating to the Company’s pre-initial Business Combination activity
or related stockholder rights. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon
your receipt of this letter to a segregated account held by you on behalf of such Public Stockholders.


 


	 	Very truly yours,
	 	 
	 	Model Performance Acquisition Corp.
	 	 
	 	By	 
	 	 	Name:
	 	 	Title:




cc: Maxim Group LLC


 






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EXHIBIT E


[Letterhead of Company]



[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, N.Y. 10004

Attn: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust Account No. [     ] Extension Letter



 


Ladies and Gentleman:


 


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


 


This Extension Letter shall serve as the notice
required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have
the meanings ascribed to them in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement,
we hereby authorize you to deposit [$500,000] [(or $575,000 if the underwriters’ over-allotment option was exercised in full)],
which will be wired to you, into the Trust Account investments upon receipt.


 


This is the _____ of up to two Extension Letters.


 





	 	Very truly yours,
	 	 
	 	MODEL PERFORMANCE ACQUISITION CORP
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





cc: Maxim Group LLC


 






    E-1


     


    

 


EXHIBIT F


[Letterhead of Company]



[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust Account No. [     ] - Combination Irrevocable Instruction in Connection with Business Combination



 


Ladies and Gentlemen:


 


Pursuant to paragraphs 1(p) and
3(g) of the Investment Management Trust Agreement between Model Performance Acquisition Corp. (“Company”) and
Continental Stock Transfer & Trust Company (“Trustee”), dated as [   ], 2021 (“Trust
Agreement”), this constitutes our irrevocable instruction to you to (i) in conjunction with the Business Combination (as
defined in the Trust Agreement), disburse a per share amount of $        , for a total
disbursement of $      which is not less than $10.10 (plus the amount per share deposited in the
Trust Account pursuant to any Extension Letter) to (the “Shareholder”) for the       ordinary
shares of the Company delivered to you prior to or concurrently herewith for redemption in connection with the Business Combination,
and (ii) promptly deliver to the Shareholder the amounts specified in clause (i), less a processing fee of $350 per transaction
received. The Shareholder wire instructions are attached. A share advice or DWAC instruction from our broker is also attached.


 


The Company shall indemnify you and your officers,
directors, principals, partners, agents and representatives, and hold each of them harmless from and against any and all loss, liability,
damage, claim or expense (including the reasonable fees and disbursements of its attorneys) incurred by or asserted against you or any
of them arising out of or in connection with the instructions set forth herein, the performance of your duties hereunder and otherwise
in respect hereof, including the costs and expenses of defending yourself or themselves against any claim or liability hereunder, except
that the Company shall not be liable hereunder as to matters in respect of which it is determined that you have acted with gross negligence
or in bad faith. You shall have no liability to the Company in respect to any action taken or any failure to act in respect of this if
such action was taken or omitted to be taken in good faith, and you shall be entitled to rely in this regard on the advice of counsel.


 


The Board of Directors of the Company has approved
the foregoing irrevocable instructions and does hereby extend the Company’s irrevocable agreement to indemnify your firm for all
loss, liability or expense in carrying out the authority and direction herein contained on the terms herein set forth.


 






    F-1


     


    

 


The Shareholder is intended to be and is a third
party beneficiary of this letter and the irrevocable instructions set forth herein, and no amendment or modification to the instructions
set forth herein may be made without the prior written consent of the Shareholder.


 


By signing below, the person executing this letter
certifies that they are duly authorized to execute this letter on behalf of the Company and to bind the Company to all of the terms and
conditions contained herein.


 


[remainder of page intentionally left blank]


 





	 	Very truly yours,
	 	 
	 	MODEL PERFORMANCE ACQUISITION CORP.
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





	Acknowledged and Agreed:	 
	 	 
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee	 
	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Cc: [SHAREHOLDER].

                                                                      
	 
	Attachments:

                                                                      
	 
	Shareholder Wire Instructions
 Share advice or instruction	 




 






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EXHIBIT G


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust Account No. [             ] -
Irrevocable Instruction in Connection with Business Combination



 


Ladies and Gentleman:


 


Pursuant to paragraphs 1(p)
and 3(h) of the Investment Management Trust Agreement between Model Performance Acquisition Corp. (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of [ ], 2021 (“Trust Agreement”), this constitutes our
irrevocable instruction to you to (i) in conjunction with the Business Combination (as defined in the Trust Agreement), disburse a per
share amount of $_____________, for a total disbursement of $________________ which is not less than $10.10 (plus the amount per share
deposited in the Trust Account pursuant to any Extension Letter) per share to (the “Shareholder”) for the __________________
ordinary shares of the Company delivered to you prior to or concurrently herewith for redemption in connection with the Business Combination,
and (ii) deliver to the Shareholder the amounts specified in clause (i). Our wire instructions are attached. We understand that a servicing
fee of $350 will deducted from our payment. A share advice or DWAC instruction from our broker and copy of a valid government-issued ID
of the signer are attached.


 


The Company shall indemnify you and your officers,
directors, principals, partners, agents and representatives, and hold each of them harmless from and against any and all loss, liability,
damage, claim or expense (including the reasonable fees and disbursements of its attorneys) incurred by or asserted against you or any
of them arising out of or in connection with the instructions set forth herein, the performance of your duties hereunder and otherwise
in respect hereof, including the costs and expenses of defending yourself or themselves against any claim or liability hereunder, except
that the Company shall not be liable hereunder as to matters in respect of which it is determined that you have acted with gross negligence
or in bad faith. You shall have no liability to the Company in respect to any action taken or any failure to act in respect of this if
such action was taken or omitted to be taken in good faith, and you shall be entitled to rely in this regard on the advice of counsel.


 


The Board of Directors of the Company does hereby
extend the Company’s irrevocable agreement to indemnify your firm for all loss, liability or expense in carrying out the authority
and direction herein contained on the terms herein set forth.


 


No amendment or modification to the instructions
set forth herein may be made without the prior written consent of the Shareholder.


 






    G-1


     


    

 


[remainder of page intentionally left blank]


 


By signing below, the person executing this letter
certifies that they are duly authorized to execute this letter on behalf of the Shareholder and to bind the Shareholder to all of the
terms and conditions contained herein.


 


	 	Very truly yours,
	 	 
	 	[SHAREHOLDER (Include full address, email address and phone number for callback confirmation of wire instructions)]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 




Acknowledged and Agreed:


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
as Trustee


 


Name:

Title:


	Cc:	Model Performance Acquisition Corp.

Cheung Kong Center

58 Floor, Unit 5801

2 Queen Road Central

Central

Hong Kong

Attn: Serena Shie, Chief Financial Officer



 


Attachments:

Shareholder Wire Instructions

Share advice or instruction





 






    G-2