REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 13th, 2021 • Model Performance Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 7, 2021, is made and entered into by and among Model Performance Acquisition Corp., a British Virgin Islands business company (the “Company”), First Euro Investments Limited, a British Virgin Islands business company (the “Sponsor”) and each additional undersigned party listed on the signature page hereto, if any (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
5,000,000 Units Model Performance Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • April 13th, 2021 • Model Performance Acquisition Corp • Blank checks • New York
The undersigned, Model Performance Acquisition Corp., a company incorporated as a British Virgin Islands company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 9th, 2021 • Model Performance Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [·] day of [·], 2021, by and among Model Performance Mini Corp., a British Virgin Islands company (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
RIGHTS AGREEMENTRights Agreement • April 13th, 2021 • Model Performance Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of April 7, 2021 between Model Performance Acquisition Corp., a British Virgin Islands business company, with offices at Cheung Kong Center, 58 Floor, Unit 5801, 2 Queens Road Central, Central, Hong Kong (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (the “Right Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • April 13th, 2021 • Model Performance Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this April 7, 2021, by and between Model Performance Acquisition Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at Cheung Kong Center, 58 Floor, Unit 5801, 2 Queens Road Central, Central, Hong Kong, and First Euro Investments Limited, a British Virgin Islands business company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 2nd, 2021 • Model Performance Acquisition Corp • Blank checks • New York
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”).
WARRANT AGREEMENTWarrant Agreement • April 2nd, 2021 • Model Performance Acquisition Corp • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of [ ], 2021, by and between Model Performance Acquisition Corp., a British Virgin Islands business company (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
Model Performance Acquisition Corp. Cheung Kong Center, Central, Hong Kong Maxim Group LLC New York, NY 10174 Re: Initial Public Offering Gentlemen:Underwriting Agreement • April 13th, 2021 • Model Performance Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Model Performance Acquisition Corp., a British Virgin Islands business company (the “Company”), and Maxim Group LLC, as Underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, no par value (the “Ordinary Shares”), one-half of one redeemable warrant, each whole warrant entitling its holder to purchase one Ordinary Share at an exercise price of $11.50 per full share (the “Warrants”), and one right to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 17 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 13th, 2021 • Model Performance Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 7, 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”).
MERGER AGREEMENT dated August 6, 2021 by and among MultiMetaVerse Inc., a Cayman Islands exempted company (the “Company”), Certain shareholders of the Company (the “Principal Shareholders”), Model Performance Acquisition Corp., a British Virgin...Merger Agreement • August 9th, 2021 • Model Performance Acquisition Corp • Blank checks • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • November 3rd, 2022 • Model Performance Acquisition Corp • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 3rd day of November, 2022, by and among Model Performance Acquisition Corp., an exempted company incorporated and existing under the laws of the British Virgin Islands (the “Issuer”), Model Performance Mini Corp. a British Virgin Island company (“PubCo”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Agreement and Plan of Merger (as defined below).
LOCK-UP AGREEMENTLock-Up Agreement • August 9th, 2021 • Model Performance Acquisition Corp • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [·], 2021, by and between the undersigned (the “Holder”) and Model Performance Mini Corp., a British Virgin Islands company (“Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 12th, 2021 • Model Performance Acquisition Corp • Blank checks
The undersigned hereby subscribes for 1,437,499 Class B ordinary shares (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000.00 to the Company.
WARRANT AGREEMENTWarrant Agreement • April 13th, 2021 • Model Performance Acquisition Corp • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of April 7, 2021, by and between Model Performance Acquisition Corp., a British Virgin Islands business company (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
Second Amendment to Merger AgreementMerger Agreement • September 30th, 2022 • Model Performance Acquisition Corp • Blank checks
This SECOND Amendment to Merger Agreement (this “Amendment”), dated as of September 29, 2022, is entered into by and among MultiMetaVerse Inc., a Cayman Islands exempted company (the “Company”), certain shareholders of the Company as set forth on Exhibit A (each, a “Principal Shareholder” and collectively the “Principal Shareholders”), Model Performance Acquisition Corp., a British Virgin Islands business company (the “Parent”), Model Performance Mini Corp., a British Virgin Islands business company (“Purchaser”), Model Performance Mini Sub Corp., a Cayman Islands exempted company and wholly-owned subsidiary of the Parent (the “Merger Sub”) and Avatar Group Holdings Limited, a company incorporated in British Virgin Islands and controlled by certain Principal Shareholder (“Avatar”).
MODEL PERFORMANCE ACQUISITION CORP. Cheung Kong Center 58 Floor, Unit 5801 2 Queens Road Central Central, Hong KongAdministrative Support Agreement • April 13th, 2021 • Model Performance Acquisition Corp • Blank checks • New York
This letter agreement by and between Model Performance Acquisition Company (the “Company”) and First Euro Investments Limited (“First Euro”) will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (Registration No. 333-253877) and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
First Amendment to Merger AgreementMerger Agreement • January 6th, 2022 • Model Performance Acquisition Corp • Blank checks
This FIRST Amendment to Merger Agreement (this “Amendment”), dated as of January 6, 2022, is entered into by and among MultiMetaVerse Inc., a Cayman Islands exempted company (the “Company”), certain shareholders of the Company as set forth on Exhibit A (each, a “Principal Shareholder” and collectively the “Principal Shareholders”), Model Performance Acquisition Corp., a British Virgin Islands business company (the “Parent”), Model Performance Mini Corp., a British Virgin Islands business company (“Purchaser”), Model Performance Mini Sub Corp., a Cayman Islands exempted company and wholly-owned subsidiary of the Parent (the “Merger Sub”) and Avatar Group Holdings Limited, a company incorporated in British Virgin Islands and controlled by certain Principal Shareholder (“Avatar”).
WARRANT AGREEMENTWarrant Agreement • March 12th, 2021 • Model Performance Acquisition Corp • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of [ ], 2021, by and between Model Performance Acquisition Corp., a British Virgin Islands business company (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
MODEL PERFORMANCE ACQUISITION CORP. Cheung Kong CenterAdministrative Support Agreement • March 12th, 2021 • Model Performance Acquisition Corp • Blank checks • New York
This letter agreement by and between Model Performance Acquisition Company (the “Company”) and First Euro Investments Limited (“First Euro”) will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (Registration No. 333-[ ]) and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
