Exhibit 4.3


 


SPECIMEN WARRANT
CERTIFICATE


 


	NUMBER	 	[    ] WARRANTS


 


(THIS WARRANT
WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.


NEW YORK CITY
TIME, FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY’S INITIAL


BUSINESS COMBINATION)


 


MODEL PERFORMANCE
ACQUISITION CORP.


 


CUSIP [•]


 


WARRANT


 


THIS WARRANT CERTIFIES
THAT, for value received                                         ,
or registered agents, is the registered holder of a Warrant or Warrants (the “Warrant”), expiring on a date which is
five (5) years from the completion of the Company’s initial business combination, to purchase one-half (1/2) of one fully
paid and non-assessable ordinary share (the “Warrant Shares”), no par value, of Model Performance Acquisition Corp.,
a British Virgin Islands company (the “Company”), for each Warrant evidenced by this Warrant Certificate. This Warrant
Certificate is subject to and shall be interpreted under the terms and conditions of the Warrant Agreement (as defined below).


 


The
Warrant entitles the holder thereof to purchase from the Company, from time to time, in whole or in part, commencing on the later
to occur of (i) 30 days after the completion of the Company’s initial business combination or (ii) twelve (12) months following
the effective date of the registration statement with respect to the Company’s initial public offering, a number of Warrant
Shares initially at the price of $11.50 per full share (the “Warrant Price”), upon surrender of this Warrant Certificate
and payment of the Warrant Price at the office or agency of Continental Stock Transfer & Trust (the “Warrant Agent”),
such payment to be made subject to the conditions set forth herein and in the Warrant Agreement, dated [•], 2021, between
the Company and the Warrant Agent (the “Warrant Agreement”). In no event shall the registered holder(s) of this Warrant
be entitled to receive a net-cash settlement in lieu of physical settlement in Warrant Shares of the Company. The Warrant Agreement
provides that, upon the occurrence of certain events, the Warrant Price and the number of Warrant Shares purchasable hereunder,
set forth on the face hereof, may be adjusted, subject to certain conditions. The term “Warrant Price” as used in this
Warrant Certificate refers to the price per full Warrant Share at which Warrant Shares may be purchased at the time the Warrant
is exercised. The Warrant Agreement provides that upon the occurrence of certain events the Warrant Price, the Redemption Trigger
Price (as defined below), and the number of Warrant Shares purchasable hereunder, set forth on the face hereof, may, subject to
certain conditions, be adjusted.


 


This
Warrant will expire on the date first referenced above if it is not exercised prior to such date by the registered holder pursuant
to the terms of the Warrant Agreement or if it is not redeemed by the Company prior to such date.


 


Upon
any exercise of the Warrant for less than the total number of full Warrant Shares provided for herein, there shall be issued to
the registered holder(s) hereof or its assignee(s) a new Warrant Certificate covering the number of Warrant Shares for which the
Warrant has not been exercised.



     


     


    


Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent by the registered holder(s) hereof in person or by
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 and evidencing
in the aggregate a like number of Warrants.


 


Upon
due presentment for registration of transfer of the Warrant Certificate at the office or agency 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 applicable tax or other governmental charge.


 


The
Company and the Warrant Agent may deem and treat the registered holder(s) 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 registered holder(s), and for all other purposes, and neither the Company nor the Warrant Agent shall be affected
by any notice to the contrary.


 


This
Warrant does not entitle the registered holder(s) to any of the rights of a shareholder of the Company.


 


After
the Warrant becomes exercisable and prior to its expiration date, the Company reserves the right to call the Warrant at any time,
with a notice of call in writing to the holder(s) of record of the Warrant, giving thirty (30) days’ written notice of such
call if the last reported sale price of the shares has been equal to or greater than $18.00 per share (the “Redemption Trigger
Price”) for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) trading day prior
to the date on which notice of such call is given, provided that (i) a registration statement under the Securities Act of 1933,
as amended (the “Act”) with respect to the ordinary shares underlying the Warrants issuable upon exercise must be effective
and a current prospectus must be available for use by the registered holders hereof or (ii) the Warrants may be exercised on cashless
basis as set forth in the Warrant Agreement and such cashless exercise is exempt from registration under the Act. The call price
is $0.01 per Warrant Share.


 


If
the foregoing conditions are satisfied and the Company calls the Warrant for redemption, each holder will then be entitled to exercise
his, her or its Warrant prior to the date scheduled for redemption; provided that the Company may require the Registered Holder
who desires to exercise the Warrant, to elect cashless exercise as set forth in the Warrant Agreement, and such Registered Holder
must exercise the Warrants on a cashless basis if the Company so requires. Any Warrant either not exercised or tendered back to
the Company by the end of the date specified in the notice of call shall be canceled on the books of the Company and have no further
value except for the $0.01 call price.


 


COUNTERSIGNED:


CONTINENTAL STOCK TRANSFER & TRUST


WARRANT AGENT


 


	BY:	      	    
	AUTHORIZED OFFICER	 



 


	DATED:	       	 
	 	 	 
	(Signature)	 



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CHIEF FINANCIAL OFFICER


 


(Seal)


 


(Signature)


SECRETARY


 



[REVERSE OF CERTIFICATE]


 


SUBSCRIPTION FORM


 


To Be Executed
by the Registered Holder(s) in Order to Exercise Warrants


 


The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive ordinary shares
in accordance with the terms of this Warrant Certificate and pursuant to the method selected below. Capitalized terms used herein
and not otherwise defined have the respective meanings set forth in the Warrant Certificate. PLEASE CHECK ONE METHOD OF PAYMENT: 


	 	 	 	 	 
	 	 	 	 	a “Cash Exercise” with respect to                  Warrant Shares; and/or
	 	 	 	 	 
	 	 	 	 	a “Cashless Exercise” with respect
to                  Warrant Shares because on
	 	 	 	 	
        the date of this exercise, there is no effective registration
statement

        registering the Warrant Shares,
        or the prospectus contained therein is not available for the resale of the Warrant Shares, in which event the Company
        shall deliver to the registered holder(s)                 
        ordinary shares pursuant to Section 3.3.2 of the Warrant Agreement.



 


The undersigned
requests that a certificate for such shares be registered in the name(s) of:


 


	 
	(PLEASE TYPE OR PRINT NAME(S) AND ADDRESS)
	 
	 
	 
	 
	 
	 
	(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S))




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	and be delivered to	 	 
	 	 	(PLEASE PRINT OR TYPE NAME(S) AND ADDRESS)


 


and, if such number
of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance
of such Warrants be registered in the name of, and delivered to, the registered holder(s) at the address(es) stated below:


 


Dated:


 


	 	 
	(SIGNATURE(S))	 
	 	 
	(ADDRESS(ES))	 
	 	 
	 	 
	 	 
	(TAX IDENTIFICATION NUMBER(S))	 





 


ASSIGNMENT


 


To Be Executed
by the Registered Holder in Order to Assign Warrants


 


For Value Received,                                     
hereby sell(s), assign(s), and transfer(s) unto


 


	 	 	 
	(PLEASE TYPE OR PRINT NAME(S) AND ADDRESS(ES))	 	 
	 	 	 
	 	 
	 	 
	 	 	 
	 	 	 


(SOCIAL SECURITY OR TAX IDENTIFICATION
NUMBER(S))


	 	 	 	 	 
	and to be delivered to	 	 	 	 
	 	 	(PLEASE PRINT OR TYPE NAME(S) AND ADDRESS(ES))	 	 
	 	 	 	 	 





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(SOCIAL SECURITY OR TAX IDENTIFICATION
NUMBER(S))


 


of the Warrants
represented by this Warrant Certificate, and hereby irrevocably constitute and appoint                     
Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.


 


Dated:


 


	 	 
	(SIGNATURE(S))	 


 


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


 


Signature(s) Guaranteed:


 


	By	 	 


 


THE SIGNATURE(S)
MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).



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