Common use of REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Clause in Contracts

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, MODEL PERFORMANCE ACQUISITION CORP. By: Name: Title: Agreed to and accepted on the date first above written. Maxim Group LLC, as Representative of the several Underwriters By: Name: Cxxxxxxx Xxxxxx Title: Executive Managing Director, Head of Investment Banking SCHEDULE A MODEL PERFORMANCE ACQUISITION CORP. 5,000,000 Units Underwriter Number of Firm Units to be Purchased Maxim Group LLC TOTAL 5,000,000 SCHEDULE B MODEL PERFORMANCE ACQUISITION CORP. Written Communications EXHIBIT A Form of Target Business Letter Model Performance Acquisition Corp. Cxxxxx Kong Center, 58 Floor, Unit 5801 2 Xxxxxx Xxxx Xxxxxxx Xxxxxxx Xxxx Xxxx Ladies and Gentlemen: Reference is made to the Final Prospectus of Model Performance Acquisition Corp. (the “Company”), dated ________, 2021 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established a “trust account”, initially in an amount of at least $50,500,000 (or $58,075,000 if the Over-allotment Option is exercised in full) for the benefit of the “public shareholders” and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for interest earned on the trust account that may be released to the Company to pay any taxes it incurs, proceeds in the trust account will not be released until (a) the consummation of a Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination within the allotted time. For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a business combination or other form of acquisition with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the trust account for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B Form of Vendor Letter Model Performance Acquisition Corp. Cxxxxx Kong Center, 58 Floor, Unit 5801 2 Xxxxxx Xxxx Xxxxxxx Xxxxxxx Xxxx Xxxx Ladies and Gentlemen: Reference is made to the Final Prospectus of Model Performance Acquisition Corp. (the “Company”), dated ________, 2021 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established a “trust account”, initially in an amount of at least $50,500,000 (or $58,075,000 if the Over-allotment Option is exercised in full) for the benefit of the “public shareholders” and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for interest earned on the trust account that may be released to the Company to pay any taxes it incurs, proceeds in the trust account will not be released until (a) the consummation of a Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination within the allotted time. For and in consideration of the Company agreeing to use the products or services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the trust account for any reason whatsoever. Print Name of Vendor Authorized Signature of Vendor EXHIBIT C Form of Director/Officer Letter Model Performance Acquisition Corp. Cxxxxx Kong Center, 58 Floor, Unit 5801 2 Xxxxxx Xxxx Xxxxxxx Xxxxxxx Xxxx Xxxx Ladies and Gentlemen: The undersigned officer or director of Model Performance Acquisition Corp. (the “Company”) hereby acknowledges that the Company has established the “trust account”, initially in an amount of at least $50,500,000 (or $58,075,000 if the Over-allotment Option is exercised in full) for the benefit of the “public shareholders” and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for interest earned on the trust account that may be released to the Company to pay any taxes it incurs, proceeds in the trust account will not be released until (a) the consummation of a Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination within the allotted time. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the trust account for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market. Print Name of Officer/Director Authorized Signature of Officer/Director

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. If New Indemnitor has executed and delivered this New Indemnitor Joinder to be effective as of the Effective Date of the Agreement. NEW INDEMNITOR: Witnesses: LODGING FUND REIT III, INC., a Maryland corporation /s/ Xxxxx Xxxxxxx By: /s/ Xxxxx Xxx Print Name: Xxxxx Xxxxxxx Name: Xxxxx Xxx Title: Chief Financial Officer /s/ Xxxxx Stock Print Name: Xxxxx Stock STATE OF NORTH DAKOTA ) ) COUNTY OF CASS ) On December 26 , 2019, before me, Xxxxxxxx Xxxx , personally appeared Xxxxx Xxx who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of North Dakota that the foregoing correctly sets forth the understanding between the Underwriters paragraph is true and the Companycorrect. WITNESS my hand and official seal. Signature /s/ Xxxxxxxx Xxxx (Seal) Xxxxxxxx Xxxx Notary Public State of North Dakota My Commission Expires April 25, please so indicate in the space provided below for that purpose2022 NEW INDEMNITOR: Witnesses: LODGING FUND REIT III, whereupon this letter shall constitute OP, LP., a binding agreement between us. Very truly yours, MODEL PERFORMANCE ACQUISITION CORP. Delaware limited partnership /s/ Xxxxx Xxxxxxx By: Lodging Fund REIT III, Inc., Print Name: Xxxxx Xxxxxxx a Maryland corporation, as general partner /s/ Xxxxx Stock Print Name: Xxxxx Stock By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Agreed Chief Financial Officer STATE OF NORTH DAKOTA ) ) COUNTY OF CASS ) On December 26 , 2019, before me, Xxxxxxxx Xxxx , personally appeared Xxxxx Xxx who proved to and accepted me on the date first above writtenbasis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Maxim Group LLC, as Representative I certify under PENALTY OF PERJURY under the laws of the several Underwriters By: Name: Cxxxxxxx Xxxxxx Title: Executive Managing Director, Head State of Investment Banking SCHEDULE A MODEL PERFORMANCE ACQUISITION CORP. 5,000,000 Units Underwriter Number of Firm Units to be Purchased Maxim Group LLC TOTAL 5,000,000 SCHEDULE B MODEL PERFORMANCE ACQUISITION CORP. Written Communications EXHIBIT A Form of Target Business Letter Model Performance Acquisition Corp. Cxxxxx Kong Center, 58 Floor, Unit 5801 2 Xxxxxx Xxxx Xxxxxxx Xxxxxxx Xxxx Xxxx Ladies and Gentlemen: Reference is made to the Final Prospectus of Model Performance Acquisition Corp. (the “Company”), dated ________, 2021 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand North Dakota that the Company has established a “trust account”foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature /s/ Xxxxxxxx Xxxx (Seal) Xxxxxxxx Xxxx Notary Public State of North Dakota My Commission Expires April 25, initially in an amount of at least $50,500,000 (or $58,075,000 if the Over-allotment Option is exercised in full) for the benefit of the “public shareholders” and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for interest earned on the trust account that may be released to the Company to pay any taxes it incurs, proceeds in the trust account will not be released until (a) the consummation of a Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination within the allotted time. For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a business combination or other form of acquisition with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the trust account for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B Form of Vendor Letter Model Performance Acquisition Corp. Cxxxxx Kong Center, 58 Floor, Unit 5801 2 Xxxxxx Xxxx Xxxxxxx Xxxxxxx Xxxx Xxxx Ladies and Gentlemen: Reference is made to the Final Prospectus of Model Performance Acquisition Corp. (the “Company”), dated ________, 2021 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established a “trust account”, initially in an amount of at least $50,500,000 (or $58,075,000 if the Over-allotment Option is exercised in full) for the benefit of the “public shareholders” and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for interest earned on the trust account that may be released to the Company to pay any taxes it incurs, proceeds in the trust account will not be released until (a) the consummation of a Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination within the allotted time. For and in consideration of the Company agreeing to use the products or services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the trust account for any reason whatsoever. Print Name of Vendor Authorized Signature of Vendor EXHIBIT C Form of Director/Officer Letter Model Performance Acquisition Corp. Cxxxxx Kong Center, 58 Floor, Unit 5801 2 Xxxxxx Xxxx Xxxxxxx Xxxxxxx Xxxx Xxxx Ladies and Gentlemen: The undersigned officer or director of Model Performance Acquisition Corp. (the “Company”) hereby acknowledges that the Company has established the “trust account”, initially in an amount of at least $50,500,000 (or $58,075,000 if the Over-allotment Option is exercised in full) for the benefit of the “public shareholders” and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for interest earned on the trust account that may be released to the Company to pay any taxes it incurs, proceeds in the trust account will not be released until (a) the consummation of a Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination within the allotted time. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the trust account for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market. Print Name of Officer/Director Authorized Signature of Officer/Director2022

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. If Seller and Buyer have executed this Agreement as of the foregoing correctly sets forth the understanding between the Underwriters and the Companydate written above. SELLER YGNITION NETWORKS, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, MODEL PERFORMANCE ACQUISITION CORPINC. By: /s/Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Agreed to and accepted on the date first above writtenPresident & CEO BUYER CONNECTED LYFE, INC. Maxim Group LLC, as Representative of the several Underwriters By: /s/ Xxxxxx Xxxxxx Name: Cxxxxxxx Xxxxxx Xxxxxx Title: Executive Managing Director, Head of Investment Banking SCHEDULE President & CEO Schedule A MODEL PERFORMANCE ACQUISITION CORP. 5,000,000 Units Underwriter Number of Firm Units to be Purchased Maxim Group LLC TOTAL 5,000,000 SCHEDULE B MODEL PERFORMANCE ACQUISITION CORP. Written Communications EXHIBIT A Form of Target Business Letter Model Performance Acquisition Corp. Cxxxxx Kong Center, 58 Floor, Unit 5801 2 Xxxxxx Xxxx Xxxxxxx Xxxxxxx Xxxx Xxxx Ladies and Gentlemen: Reference is made to the Final Prospectus of Model Performance Acquisition Corp. Purchase Agreement LIST OF PROPERTIES Schedule 3.1 to Purchase Agreement PROPERTIES AND ASSETS DELIVERED AT EACH CLOSING Initial Closing May 10 Closing: Two video and all data Properties in Salt Lake City, Utah, San Francisco and Los Angeles, California, Phoenix, Arizona, and Houston, Texas. Second Closing on or before August 8, 2010: All Data Properties in Dallas, Texas. Exhibit 3.2(a) and 3.3(a) to the Purchase Agreement, ASSIGNMENT AND ASSUMPTION AGREEMENT KNOW ALL MEN BY THESE PRESENTS, that Ygnition Networks, Inc., a Washington corporation (the “CompanyAssignor”), pursuant to that certain Purchase Agreement dated ____as of May ____, 2021 2010 by and among and Connected Lyfe, Inc., a Utah corporation (“Assignee”) (the “ProspectusAgreement”). Capitalized terms used and not otherwise defined herein shall have , for the meanings assigned to them consideration set forth in the Prospectus. We have read Agreement and for other good and valuable consideration, the Prospectus receipt and understand that adequacy of which are hereby acknowledged, has this day assigned and transferred and does hereby assign and transfer to Assignee on the Company has established a “trust account”date hereof, initially in an amount all of at least $50,500,000 (or $58,075,000 if the Over-allotment Option is exercised in full) for the benefit Assignor’s right, title and interest in, to and under all of the “public shareholders” Assets and Assumed Obligations and Liabilities relating to the underwriters of System (as such terms are defined in the Company’s initial public offering (the “Underwriters”) and thatAgreement), except for interest earned on such Assets which are Excluded Assets (as defined in the trust account that may Agreement). ASSIGNEE hereby accepts said assignment and hereby assumes and agrees to perform, comply with and be released bound by all terms, covenants and conditions of the Assets and Assumed Obligations and Liabilities relating to the Company to pay any taxes it incurs, proceeds in the trust account will not be released until (a) the consummation of a Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination within the allotted time. For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a business combination or other form of acquisition System with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the trust account for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B Form of Vendor Letter Model Performance Acquisition Corp. Cxxxxx Kong Center, 58 Floor, Unit 5801 2 Xxxxxx Xxxx Xxxxxxx Xxxxxxx Xxxx Xxxx Ladies and Gentlemen: Reference is made respect to the Final Prospectus period of Model Performance Acquisition Corp. (time from and after the “Company”), dated ________, 2021 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established a “trust account”, initially in an amount of at least $50,500,000 (or $58,075,000 if the Over-allotment Option is exercised in full) for the benefit of the “public shareholders” and the underwriters of the Company’s initial public offering (the “Underwriters”) and thatdate hereof, except for interest earned on any such terms, covenants or conditions which are Excluded Assets (as defined in the trust account Agreement) or liabilities that are not specifically assumed. Notwithstanding any other provisions of this Assignment and Assumption Agreement to the contrary, nothing contained herein shall in any way supersede, modify, replace, amend, change, rescind, waive, exceed, expand, enlarge or in any way affect the provisions, including the warranties, covenants, agreements, conditions, representations or, in general, any of the rights and remedies or any of the obligations and indemnifications of Assignor or Assignees set forth in the Agreement. This Assignment and Assumption Agreement is intended only to effect the assignment of certain contracts and commitments and the assumption of certain liabilities pursuant to the Agreement and shall be governed entirely in accordance with the terms and conditions of the Agreement. This Assignment and Assumption Agreement shall be construed in accordance with and governed under the laws of the State of Washington. This Assignment and Assumption Agreement may be released to the Company to pay signed in any taxes it incursnumber of counterparts, proceeds in the trust account will not each of which shall be released until (a) the consummation of a Business Combinationan original, or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination within the allotted time. For and in consideration of the Company agreeing to use the products or services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the trust account for any reason whatsoever. Print Name of Vendor Authorized Signature of Vendor EXHIBIT C Form of Director/Officer Letter Model Performance Acquisition Corp. Cxxxxx Kong Center, 58 Floor, Unit 5801 2 Xxxxxx Xxxx Xxxxxxx Xxxxxxx Xxxx Xxxx Ladies and Gentlemen: The undersigned officer or director of Model Performance Acquisition Corp. (the “Company”) hereby acknowledges that the Company has established the “trust account”, initially in an amount of at least $50,500,000 (or $58,075,000 same effect as if the Over-allotment Option is exercised in full) for signatures thereto and hereto were upon the benefit of the “public shareholders” same instrument. This Assignment and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for interest earned on the trust account that may be released to the Company to pay any taxes it incurs, proceeds in the trust account will not be released until (a) the consummation of Assumption Agreement shall become effective when each party hereto shall have received a Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination within the allotted time. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the trust account for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired counterpart hereof signed by the undersigned in the public market. Print Name of Officer/Director Authorized Signature of Officer/Directorother party hereto.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, MODEL PERFORMANCE AVALON ACQUISITION CORPINC. By: /s/ Dxxxxx X. Xxxxxx Name: Dxxxxx X. Xxxxxx Title: Chairman, Executive Agreed to and accepted on the date first above written. Maxim Group LLC, as Representative of the several Underwriters By: /s/ Cxxxxxxx Xxxxxx Name: Cxxxxxxx Xxxxxx Title: Executive Managing Director, Head of Investment Banking SCHEDULE A MODEL PERFORMANCE AVALON ACQUISITION CORPINC. 5,000,000 18,000,000 Units Underwriter Number of Firm Units to be Purchased Maxim Group LLC 18,000,000 TOTAL 5,000,000 18,000,000 SCHEDULE B MODEL PERFORMANCE AVALON ACQUISITION CORPINC. Written Communications None. EXHIBIT A Form of Target Business Letter Model Performance Avalon Acquisition Corp. Cxxxxx Kong CenterInc. 2 Xxxxxxxxxxx Xxxxxx, 58 Floor0xx Xxxxx Xxx Xxxxxxxxx, Unit 5801 2 XX 00000 Attn: Dxxxxx X. Xxxxxx Xxxx Xxxxxxx Xxxxxxx Xxxx Xxxx Ladies and Gentlemen: Reference is made to the Final Prospectus of Model Performance Avalon Acquisition Corp. Inc. (the “Company”), dated ________October 5, 2021 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established a “trust account”, initially in an amount of at least $50,500,000 (or $58,075,000 if the Over-allotment Option is exercised in full) 182,700,000 for the benefit of the “public shareholdersstockholders” and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for interest earned on the trust account that may be released to the Company to pay any taxes it incurs, proceeds in the trust account will not be released until (a) the consummation of a Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination within the allotted time. For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a business combination or other form of acquisition with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the trust account for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B Form of Vendor Letter Model Performance Avalon Acquisition Corp. Cxxxxx Kong CenterInc. 2 Xxxxxxxxxxx Xxxxxx, 58 Floor0xx Xxxxx Xxx Xxxxxxxxx, Unit 5801 2 XX 00000 Attn: Dxxxxx X. Xxxxxx Xxxx Xxxxxxx Xxxxxxx Xxxx Xxxx Ladies and Gentlemen: Reference is made to the Final Prospectus of Model Performance Avalon Acquisition Corp. Inc. (the “Company”), dated ________October 5, 2021 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established a “trust account”, initially in an amount of at least $50,500,000 (or $58,075,000 if the Over-allotment Option is exercised in full) 182,700,000 for the benefit of the “public shareholdersstockholders” and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for interest earned on the trust account that may be released to the Company to pay any taxes it incurs, proceeds in the trust account will not be released until (a) the consummation of a Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination within the allotted time. For and in consideration of the Company agreeing to use the products or services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the trust account for any reason whatsoever. Print Name of Vendor Authorized Signature of Vendor EXHIBIT C Form of Director/Officer Letter Model Performance Avalon Acquisition Corp. Cxxxxx Kong CenterInc. 2 Xxxxxxxxxxx Xxxxxx, 58 Floor0xx Xxxxx Xxx Xxxxxxxxx, Unit 5801 2 XX 00000 Attn: Dxxxxx X. Xxxxxx Xxxx Xxxxxxx Xxxxxxx Xxxx Xxxx Ladies and Gentlemen: The undersigned officer or director of Model Performance Avalon Acquisition Corp. Inc. (the “Company”) hereby acknowledges that the Company has established the “trust account”, initially in an amount of at least $50,500,000 (or $58,075,000 if the Over-allotment Option is exercised in full) 182,700,000 for the benefit of the “public shareholdersstockholders” and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for interest earned on the trust account that may be released to the Company to pay any taxes it incurs, and, proceeds in the trust account will not be released until (a) the consummation of a Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination within the allotted time. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the trust account for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market. Print Name of Officer/Director Authorized Signature of Officer/Director

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, MODEL PERFORMANCE ACQUISITION CORP. By: Name: Title: Agreed to and accepted on the date first above written. Maxim Group LLC, as Representative of the several Underwriters By: Name: Cxxxxxxx Xxxxxxxx Xxxxxx Title: Executive Managing Director, Head of Investment Banking SCHEDULE A MODEL PERFORMANCE ACQUISITION CORP. 5,000,000 Units Underwriter Number of Firm Units to be Purchased Maxim Group LLC TOTAL 5,000,000 SCHEDULE B MODEL PERFORMANCE ACQUISITION CORP. Written Communications EXHIBIT A Form of Target Business Letter Model Performance Acquisition Corp. Cxxxxx Xxxxxx Kong Center, 58 Floor, Unit 5801 2 0 Xxxxxx Xxxx Xxxxxxx Xxxxxxx Xxxx Xxxx Ladies and Gentlemen: Reference is made to the Final Prospectus of Model Performance Acquisition Corp. (the “Company”), dated ________, 2021 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established a “trust account”, initially in an amount of at least $50,500,000 50,000,000 (or $58,075,000 57,500,000 if the Over-allotment Option is exercised in full) for the benefit of the “public shareholders” and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for interest earned on the trust account that may be released to the Company to pay any taxes it incurs, proceeds in the trust account will not be released until (a) the consummation of a Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination within the allotted time. For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a business combination or other form of acquisition with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the trust account for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B Form of Vendor Letter Model Performance Acquisition Corp. Cxxxxx Xxxxxx Kong Center, 58 Floor, Unit 5801 2 0 Xxxxxx Xxxx Xxxxxxx Xxxxxxx Xxxx Xxxx Ladies and Gentlemen: Reference is made to the Final Prospectus of Model Performance Acquisition Corp. (the “Company”), dated ________, 2021 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established a “trust account”, initially in an amount of at least $50,500,000 50,000,000 (or $58,075,000 57,500,000 if the Over-allotment Option is exercised in full) for the benefit of the “public shareholders” and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for interest earned on the trust account that may be released to the Company to pay any taxes it incurs, proceeds in the trust account will not be released until (a) the consummation of a Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination within the allotted time. For and in consideration of the Company agreeing to use the products or services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the trust account for any reason whatsoever. Print Name of Vendor Authorized Signature of Vendor EXHIBIT C Form of Director/Officer Letter Model Performance Acquisition Corp. Cxxxxx Xxxxxx Kong Center, 58 Floor, Unit 5801 2 0 Xxxxxx Xxxx Xxxxxxx Xxxxxxx Xxxx Xxxx Ladies and Gentlemen: The undersigned officer or director of Model Performance Acquisition Corp. (the “Company”) hereby acknowledges that the Company has established the “trust account”, initially in an amount of at least $50,500,000 50,000,000 (or $58,075,000 57,500,000 if the Over-allotment Option is exercised in full) for the benefit of the “public shareholders” and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for interest earned on the trust account that may be released to the Company to pay any taxes it incurs, proceeds in the trust account will not be released until (a) the consummation of a Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination within the allotted time. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the trust account for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market. Print Name of Officer/Director Authorized Signature of Officer/Director