Exhibit 10.2


 


[•],
2021


Model Performance Acquisition Corp.


Cheung Kong Center,


58 Floor, Unit 5801


2 Queens Road Central


Central, Hong Kong


 


Maxim Group LLC


405 Lexington Avenue


New York, NY 10174


 


Re:         Initial Public Offering


Gentlemen:


 


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.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such
IPO will confer upon the undersigned as a shareholder of the Company, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


1.            
If the Company solicits approval of its shareholders of a Business Combination, the undersigned will vote all Ordinary Shares beneficially
owned by him, her or it, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


 2.            
(a) Unless the Company’s shareholders are previously given the option to redeem their shares in connection with amending
applicable documents to extend the time that the Company has to complete a Business Combination and the Company fails to consummate a
Business Combination within 12 months from the closing of the Company’s IPO (or, in the event that the Company extended the period
of time to consummate a business combination up to two times, each by an additional three months, up to 18 months from the closing of
the Company’s IPO), the undersigned shall take all reasonable steps to (i) cause the Trust Fund to be liquidated and distributed
to the holders of the IPO Shares and (ii) cause the Company to liquidate as soon as reasonably practicable 


 






     


     


    

 


(b)              
The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund
and any remaining net assets of the Company as a result of such liquidation with respect to his, her or its Insider Shares including any
shares underlying the Private Units (“Claim”) and hereby waives any Claim the undersigned 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 Fund for
any reason whatsoever. The undersigned acknowledges and agrees that there will be no distribution from the Trust Fund with respect to
any Warrants or Rights underlying the Private Units, all of which will terminate on the Company’s liquidation.


 


3.            
In the event of the liquidation of the Trust Fund, the undersigned agrees to indemnify and hold harmless the Company against any
and all loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably
incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) which
the Company may become subject as a result of any claim by any target business or vendor or other person who is owed money by the Company
for services rendered or products sold or contracted for, but only to the extent necessary to ensure that such loss, liability, claim,
damage or expense does not reduce the amount of funds in the Trust Fund; provided that such indemnity shall not apply if such target business,
vendor or other person has executed an agreement waiving any claims against the Trust Fund.1


 


4.            
In the event that the Company does not consummate a Business Combination and must liquidate and its remaining net assets are insufficient
to complete such liquidation, the undersigned agrees to advance such funds necessary to complete such liquidation and agrees not to seek
recourse for such expenses.2


 


5.            
The undersigned agrees that until the Company consummates a Business Combination, the undersigned’s Private Units will be
subject to the transfer restrictions described in the Subscription Agreement relating to the undersigned’s Private Units.


 


6.            
The undersigned agrees that until the Company consummates a Business Combination, the undersigned’s Founder Shares will be
subject to the transfer restrictions described in the Registration Rights Agreement related to the undersigned’s Founder Shares.


 


7.            
In order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present
to the Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire a target
business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to
any pre-existing fiduciary and contractual obligations the undersigned might have.


 


 



 


1
First Euro Investments Only.


 


2 First Euro Investments Only.


 






    2


     


    

 


8.            
The undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated
with any Insiders of the Company or their affiliates, including any company that is a portfolio company of, or otherwise affiliated with,
or has received financial investment from, an entity with which any Insider or their affiliates is affiliated, such transaction must be
approved by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion from an independent
investment banking firm that such Business Combination is fair to the Company’s unaffiliated shareholders from a financial point
of view.


 


9.            
Neither the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to
receive and will not accept any compensation or other cash payment prior to, or for services rendered in connection with, the consummation
of the Business Combination; provided that the Company shall be allowed to repay working capital loans made by the undersigned
to the Company in cash upon consummation of the Business Combination. Notwithstanding the foregoing, the undersigned and any affiliate
of the undersigned shall be entitled to reimbursement from the Company for their out-of-pocket expenses incurred in connection with identifying,
investigating and consummating a Business Combination with approval from the Chief Financial Officer from
proceeds held outside the Trust Account.


 


10.          
Neither the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to
receive or accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned
or any affiliate of the undersigned originates a Business Combination.


 


11.          
[The undersigned agrees to be a [director/officer] of the Company until the earlier of the consummation by the Company of a Business
Combination or the liquidation of the Company. The undersigned’s biographical information previously furnished to the Company and
the Underwriter is true and accurate in all material respects, does not omit any material information with respect to the undersigned’s
biography and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities
Act of 1933.] The undersigned’s FINRA Questionnaire previously furnished to the Company and the Underwriter is true and accurate
in all material respects. The undersigned represents and warrants that:


 


		(a)	He, she or it has never had a petition under the federal bankruptcy laws or any state insolvency law been
filed by or against (i) him, her or it, or any partnership in which he or she was a general partner at or within two years before the
time of filing; or (ii) any corporation or business association of which he or she was an executive officer at or within two years before
the time of such filing;
	 	 	 



		(b)	He, she or it has never had a receiver, fiscal agent or similar officer been appointed by a court for
his business or property, or any such partnership;
	 	 	 



		(c)	He, she or it has never been convicted of fraud in a civil or criminal proceeding;



 






    3


     


    

 


		(d)	He, she or it has never been convicted in a criminal proceeding or named the subject of a pending criminal
proceeding (excluding traffic violations and minor offenses);
	 	 	 



		(e)	He, she or it has never been the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining or otherwise limiting him, her or it
from (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission (“CFTC”) or an associated
person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and loan association or insurance company, or from engaging in or continuing
any conduct or practice in connection with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging
in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or
state securities or federal commodities laws;
	 	 	 



		(f)	He, she, or it has never been the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days his, her or its
right to engage in any activity described in 11(e)(i) above, or to be associated with persons engaged in any such activity;
	 	 	 



		(g)	He, she, or it has never been found by a court of competent jurisdiction in a civil action or by the SEC
to have violated any federal or state securities law, where the judgment in such civil action or finding by the SEC has not been subsequently
reversed, suspended or vacated;
	 	 	 



		(h)	He, she, or it has never been found by a court of competent jurisdiction in a civil action or by the CFTC
to have violated any federal commodities law, where the judgment in such civil action or finding by the CFTC has not been subsequently
reversed, suspended or vacated;
	 	 	 



		(i)	He, she, or it has never been the subject of, or a party to, any Federal, State or foreign judicial or
administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of
(i) any Federal, State or foreign securities or commodities law or regulation, (ii) any law or regulation respecting financial institutions
or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil
money penalty or temporary or permanent cease-and desist order, or removal or prohibition order or (iii) any law or regulation prohibiting
mail or wire fraud or fraud in connection with any business entity;



 






    4


     


    

 


		(j)	He, she or it has never been the subject of, or party to, any sanction or order, not subsequently reversed,
suspended or vacated, or any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization
that has disciplinary authority over its members or persons associated with a member;
	 	 	 



		(k)	He, she or it has never been convicted of any felony or misdemeanor: (i) in connection with the purchase
or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the business
of an underwriter, broker, dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;
	 	 	 



		(l)	He, she or it was never subject to a final order of a state or foreign securities commission (or an agency
of officer of a state performing like functions); a state or foreign authority that supervises or examines banks, savings associations,
or credit unions; a state or foreign insurance commission (or an agency or officer of a state performing like functions); an appropriate
federal or foreign banking agency; the CFTC; or the National Credit Union Administration that is based on a violation of any law or regulation
that prohibits fraudulent, manipulative, or deceptive conduct;
	 	 	 



		(m)	He, she or it has never been subject to any order, judgment or decree of any court of competent jurisdiction,
that, at the time of the sale of the Units, restrained or enjoined him, her or it from engaging or continuing to engage in any conduct
or practice: (i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC or
any foreign regulatory agency with similar functions; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer,
municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;
	 	 	 



		(n)	He, she or it has never been subject to any order of the SEC or any foreign regulatory agency with similar
functions that orders him, her or it to cease and desist from committing or causing a future violation of: (i) any scienter-based anti-fraud
provision of the federal securities laws, including, but not limited to, Section 17(a)(1) of the Securities Act, Section 10(b) of the
Exchange Act and Rule 10b-5 thereunder, Section 15(c) and Section 206(1) of the Advisers Act or any other rule or regulation thereunder;
or (ii) Section 5 of the Securities Act;
	 	 	 



		(o)	He, she or it has never filed (as a registrant or issuer), or been named as an underwriter in any registration
statement or Regulation A offering statement filed with the SEC that was the subject of a refusal order, stop order, or order suspending
the Regulation A exemption, or is, currently, the subject of an investigation or proceeding to determine whether a stop order or suspension
order should be issued;



 






    5


     


    

 


		(p)	He, she or it has never been subject to a United States Postal Service false representation order, or
is currently subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal
Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations;
	 	 	 



		(q)	He, she or it is not subject to a final order of a state securities commission (or an agency of officer
of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a
state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the
CFTC; or the National Credit Union Administration that bars the undersigned from: (i) association with an entity regulated by such commission,
authority, agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association
or credit union activities;
	 	 	 



		(r)	He, she or it is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the
Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or 203(f) of the Investment Advisers Act of 1940 (the
 “Advisers Act”) that: (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal securities
dealer or investment adviser; (ii) places limitations on the activities, functions or operations of, or imposes civil money penalties
on, such person; or (iii) bars the undersigned from being associated with any entity or from participating in the offering of any penny
stock; and
	 	 	 



		(s)	He, she or it has never been suspended or expelled from membership in, or suspended or barred from association
with a member of, a securities self-regulatory organization (e.g., a registered national securities exchange or a registered national
or affiliated securities association) for any act or omission to act constituting conduct inconsistent with just and equitable principles
of trade.



 


12.          
The undersigned has full right and power, without violating any agreement by which he, she or it is bound, to enter into this letter
agreement [and to serve as a Director and/or officer of the Company].


 


13.         
In the event the over-allotment option granted to the underwriters of the IPO is not exercised in full, the undersigned acknowledges
and agrees that it (and, if applicable, any transferee of any of the Class B Ordinary Shares purchased and issued to the undersigned hereunder)
shall forfeit any and all rights to such number of the Class B Ordinary Shares purchased and issued to the undersigned hereunder (up to
an aggregate of all of the 187,500 Class B Ordinary Shares so purchased and issued and pro rata based upon the percentage of the over-allotment
option exercised) such that immediately following such forfeiture, the undersigned (and any such transferees of the undersigned) will
own, in total, an aggregate number of the ordinary shares (not including the ordinary shares underlying any private placement units or
warrants (whether comprised in any such units or standing alone) that may be issued to the undersigned upon exercise of any warrants or
any securities or rights purchased by the undersigned in the IPO or in the aftermarket) equal to 20% of the issued and outstanding ordinary
shares of the Company immediately following the IPO. If any of the Class B Ordinary Shares are forfeited in accordance with this clause
11, then after such time the undersigned (or any successor in interest), shall no longer have any rights as a holder of such forfeited
Class B Ordinary Shares, and the Company shall take such action as is appropriate to redeem and cancel such forfeited Class B Ordinary
Shares, which may include by way of the compulsory redemption and cancellation of such Class B Ordinary Shares for nil consideration.
In addition, the undersigned hereby irrevocably grants the Company a limited power of attorney for the purpose of effectuating the foregoing
and agrees to take any and all action reasonably requested by the Company necessary to effect any adjustment in this clause 11 (including
any such redemption as is referred to herein above).3


 





 



 



3
First Euro only.


 






    6


     


    

 


14.          
The undersigned hereby waives his, her or its right to exercise redemption rights with respect to any Ordinary Shares owned or
to be owned by the undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket,
and agrees that he, she or it will not seek redemption with respect to or otherwise sell, such shares in connection with any vote to approve
a Business Combination with respect thereto, a vote to amend the provisions of the Company’s Amended and Restated Memorandum and
Articles of Association, or a tender offer by the Company prior to a Business Combination.


 


15.          
The undersigned hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum
and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business
Combination unless the Company offers holders of IPO Shares the right to receive their pro rata portion of the funds then held in the
Trust Fund.


 


16.         
In connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed
by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would result
in the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding or claim arising
out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration in accordance with the
International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the
AAA International Center for Dispute Resolution’s offices in New York City, New York, will be conducted in English and will be decided
by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be
final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and
arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or
as otherwise directed by the arbitrators.


 


17.         
As used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition,
contractual arrangement, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses
or entities; (ii) “Insiders” shall mean all officers, directors and shareholders of the Company immediately
prior to the IPO; (iii) “Insider Shares” shall mean all of the Ordinary Shares of the Company acquired by an
Insider prior to the IPO and any Ordinary Shares underlying the Private Units; (iv) “IPO Shares” shall mean
the Ordinary Shares issued in the Company’s IPO; (v) “Private Units” shall mean (x) the Units purchased
in the private placement taking place simultaneously with the consummation of the Company’s IPO and (y) the additional Units that
may be purchased in connection with the exercise of the over-allotment option by the underwriters in the IPO as described in the Registration
Statement; (vi) “Registration Statement” means the registration statement on Form S-1 filed by the Company with
respect to the IPO; and (vii) “Trust Fund” shall mean the trust fund into which a portion of the net proceeds
of the Company’s IPO will be deposited.


 






    7


     


    

 


18.          
Any notice, consent or request to be given in connection with any of the terms or provisions of this letter 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 facsimile transmission.


 


If to the Underwriter:


 


Maxim Group LLC


405 Lexington Avenue


New York, NY 10174


Attn: Clifford Teller


Facsimile: (646) 242-6792


 


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


 


Schiff Hardin


901 K Street NW, Suite 700

Washington, DC 20001


Attn: Ralph V. De Martino


Facsimile: (202) 778-6400


 


If to the Company:


 


Model Performance Acquisition Corp.


Cheung Kong Center

58 Floor, Unit 5801

2 Queens Road Central

Central, Hong Kong


Attn: Serena Shie, Chief Financial Officer


 


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


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


Attn: Giovanni Caruso, Esq.


Facsimile: (212) 504-3013


 






    8


     


    

 


19.          
No party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not
operate to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding on the parties hereto
and any successors and assigns thereof.


 


20.         
The undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO.


 


[Signature Page Follows]


 






    9


     


    

 


	 	Sincerely,	 
	 	 	 
	 	FIRST EURO INVESTMENTS LIMITED
	 	 	 
	 	By:	 
	 	 	Name: Serena Shie
	 	 	Title: Authorized Signatory
	 	 	 
	 	 	 
	 	 	 
	 	 	Serena Shie
	 	 	 
	 	 	 
	 	 	 
	 	 	Claudius Tsang
	 	 	 
	 	 	 
	 	 	 
	 	 	Patrick Tsang
	 	 	 
	 	 	 
	 	 	 
	 	 	Yeong Kang Joseph Patrick Chu
	 	 	 
	 	 	 
	 	 	 
	 	 	Brian Keng
	 	 	 
	 	Acknowledged and Agreed:
	 	 	 
	 	MODEL PERFORMANCE ACQUISITION CORP.
	 	 	   
	 	By:	 
	 	 	Name:  Serena Shie
	 	 	Title:  Chief Financial Officer



 


[Signature Page to Letter Agreement]