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 18 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 24 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.


 


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.


 





 



1 First Euro Investments Limited
only.


2 First Euro Investments Limited
only.



     


     


    


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;



 


		(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;



 


		(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;



 


		(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).


 


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.


 


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


 


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]




     


     


    

 


	 	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]