Exhibit
4.1 


 





	NUMBER

         

        U- __________

         
	 		 	UNITS
	SEE
    REVERSE FOR 

CERTAIN DEFINITIONS	MODEL
    PERFORMANCE ACQUISITION CORP.	 
	 	 	 	 	 	 


CUSIP
               


 


UNITS
CONSISTING OF ONE CLASS A ORDINARY SHARE, ONE WARRANT AND 


ONE
RIGHT TO RECEIVE ONE-TENTH OF ONE CLASS A ORDINARY SHARE


 


THIS
CERTIFIES THAT ______________________________________________________________________________________________


 


is
the owner of ______________________________________________________________________________________________________ Units.


 


Each Unit (“Unit”) consists
of one Class A ordinary share, no par value, of Model Performance Acquisition Corp., a British Virgin Islands company (the “Company”),
one-half of one redeemable warrant (“Warrant”) and one right (“Right”) to receive one-tenth (1/10) of an
Class A ordinary share. Each redeemable Warrant entitles the holder thereof to purchase one-half (1/2) of one Class A ordinary
share at a price of $11.50 per full share (subject to adjustment), upon the later to occur of (i) 30 days after the Company’s
completion of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business
combination with one or more businesses or entities (a “Business Combination”) or (ii) 12 months from the effective
date of the registration statement with respect to the Company’s initial public offering. Every ten Rights entitles the holder
thereof to receive one Class A ordinary share upon consummation of the Company’s initial Business Combination. The Class
A ordinary shares, Rights and Warrants comprising the Units represented by this certificate are not transferable separately prior
to the fifty-second (52nd) day after the date of the prospectus relating to the Company’s initial public offering, unless
Maxim Group LLC (“Maxim”) determines that an earlier date is acceptable, but in no event will the Class A ordinary
shares, Rights and Warrants be traded separately until the Company files with the Securities and Exchange Commission (the “SEC”)
a current report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds
from its initial public offering including the proceeds received by the Company from the exercise of the over-allotment option
thereto, if the over-allotment option is exercised. If Maxim allows separate trading of the Class A ordinary shares, Rights and
Warrants prior to the 52nd day after the date of the prospectus relating to the Company’s initial public offering, the Company
will issue a press release and file a Current Report on Form 8-K with the SEC announcing when such separate trading shall begin.


 


The
terms of the Warrants and Rights are governed by a warrant agreement (the “Warrant Agreement”), dated as of [•],
2021, and a rights agreement (the “Rights Agreement”), dated as of [•], 2021, respectively, both between the
Company and Continental Stock Transfer & Trust, as the warrant agent and rights agent, and are subject to the terms and provisions
contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of
the Rights Agreement and the Warrant Agreement are on file at the office of Continental Stock Transfer & Trust at 1 State
Street, 30th Floor, New York, New York 10004 and are available to any Warrant Holder or Rights holder, respectively, on written
request and without cost.


 


This
certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.


 


Each
Unit may be mandatorily split by the Company in connection with the closing of a Business Combination.


 


Witness
the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.


 


This
Unit Certificate shall be governed and construed in accordance with the internal laws of the State of New York, without regard
to conflicts of laws principles thereof.


 


[Seal]




    


     


    


	By	 	 	 
	 	 	 	 
	 	Director	 	Chief Financial Officer






    


     


    





Model
Performance Acquisition Corp.


 


The
Company will furnish without charge to each shareholder who so requests, a statement of the powers, designations, preferences
and relative, participating, optional or other special rights of each class of shares or series thereof of the Company and the
qualifications, limitations, or restrictions of such preferences and/or rights.


 


The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


 


	TEN COM   	–   	as tenants in common	UNIF GIFT MIN ACT - __________ Custodian                         
	TEN
        ENT	–	as tenants by the entireties	        (Cust)                               (Minor)
	JT TEN	–	as joint tenants with right of survivorship	under
        Uniform Gifts to Minors
	 	 	and not as tenants in common	Act
        __________________________
	 	 	 	(State)







 


Additional
Abbreviations may also be used though not in the above list.  


 


For
value received, ___________________________ hereby sell(s), assign(s) and transfer(s) unto


 


PLEASE
INSERT SOCIAL SECURITY OR OTHER


IDENTIFYING
NUMBER OF ASSIGNEE(S)


 





	  



  


 



(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE(S))


 



 



 


 



 


	 	 Units


 


represented
by the within Certificate, and do hereby irrevocably constitute and appoint





	 	 Attorney



 


to
transfer the said Units on the books of the within named Company will full power of substitution in the premises.


 





	Dated	 	 



 


	 	 
	 	Notice:	The
    signature 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:	 
	 	 
	 	 
	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).	 







 


The
holder of this certificate shall be entitled to receive funds with respect to the underlying Class A ordinary shares from the
trust fund only in the event of the Company’s liquidation upon failure to consummate a business combination or if the holder
seeks to convert his or her respective Class A ordinary shares underlying the unit upon consummation of such business combination
or in connection with certain amendments to the Company’s Amended and Restated Memorandum and Articles of Association. In
no other circumstances shall the holder have any right or interest of any kind in or to the trust fund.