Exhibit
10.3


 


LOCK-UP AGREEMENT


 


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).


 


BACKGROUND


 


A.           
Model Performance Acquisition Corp., a British Virgin Islands company (the “Parent”), the Purchaser, Model Performance
Mini Sub Corp., a Cayman Islands exempted company and wholly-owned subsidiary of Purchaser (the “Merger Sub”), and
MultiMetaVerse Inc., a Cayman Islands Exempted Company (the “Company”), entered into a Merger Agreement dated as of
[•] (the “Merger Agreement”).


 


B.            
Pursuant to the Merger Agreement, the Purchaser will become the 100% stockholder of the Company (the “Transaction”).


 


C.           
The Holder is the record and/or beneficial owner of ordinary shares of the Company, which will be exchanged for ordinary shares
of the Purchaser pursuant to the Merger Agreement.


 


D.            
As a condition of, and as a material inducement for the Company to enter into and consummate the transactions contemplated by the
Merger Agreement, the Holder has agreed to execute and deliver this Agreement.


 


NOW, THEREFORE, for and in consideration
of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties, intending to be legally bound, agree as follows:


 


AGREEMENT


 


1.             
Lock-Up. 


 


(a)               During the Lock-up Period (as defined below), the Holder irrevocably agrees that it, he or she will not offer, sell, contract
to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below), enter into a transaction
that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic
consequences of ownership of such Lock-up Shares, whether any of these transactions are to be settled by delivery of any such Lock-up
Shares, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction,
swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any security of Purchaser.


 


(b)               In furtherance of the foregoing, Purchaser will (i) place an irrevocable stop order on all Lock-up Shares, including those
which may be covered by a registration statement, and (ii) notify Purchaser’ transfer agent in writing of the stop order and the
restrictions on such Lock-up Shares under this Agreement and direct Purchaser’ transfer agent not to process any attempts by the
Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement.


 


(c)               For
purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200
promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements
(including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated
brokers.


 






     


     


    

 


(d)              
For purpose of this Agreement, the “Lock-up Period” means the period commencing on the Closing Date and
ending on the date that is six (6) months thereafter.


 


The restrictions set forth herein
shall not apply to: (1) transfers or distributions to the Holder’s current or former general or limited partners, managers or members,
stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as
amended) or to the estates of any of the foregoing; (2) transfers by bona fide gift to a member of the Holder’s immediate family
or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes;
(3) by virtue of the laws of descent and distribution upon death of the Holder; or (4) pursuant to a qualified domestic relations order,
in each case where such transferee agrees to be bound by the terms of this Agreement.


 


In addition, after the Closing
Date, if there is a Change of Control, then upon the consummation of such Change of Control, all Lock-up Shares shall be released from
the restrictions contained herein. A “Change of Control” means: (a) the sale of all or substantially all of the consolidated
assets of Purchaser and Purchaser subsidiaries to a third-party purchaser; (b) a sale resulting in no less than a majority of the voting
power of the Purchaser being held by person that did not own a majority of the voting power prior to such sale; or (c) a merger, consolidation,
recapitalization or reorganization of Purchaser with or into a third-party purchaser that results in the inability of the pre-transaction
equity holders to designate or elect a majority of the Board of Directors (or its equivalent) of the resulting entity or its parent company.


 


2.             Representations
and Warranties. Each of the parties hereto, by their respective execution and delivery of this Agreement,
hereby represents and warrants to the others and to all third party beneficiaries of this Agreement that (a) such party has the full
right, capacity and authority to enter into, deliver and perform its respective obligations under this Agreement, (b) this Agreement
has been duly executed and delivered by such party and is the binding and enforceable obligation of such party, enforceable against such
party in accordance with the terms of this Agreement, and (c) the execution, delivery and performance of such party’s obligations
under this Agreement will not conflict with or breach the terms of any other agreement, contract, commitment or understanding to which
such party is a party or to which the assets or securities of such party are bound. 


 


3.            
Beneficial Ownership. The Holder hereby represents and warrants that it does not beneficially
own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations
promulgated thereunder), any shares of capital stock of Parent or Purchaser, or any economic interest in or derivative of such stock,
other than those securities specified on the signature page hereto. For purposes of this Agreement, the ordinary shares of Parent beneficially
owned by the Holder as specified on the signature hereto, and the shares of Purchaser such shares will be converted into in connection
with the Transaction, are collectively referred to as the “Lock-up Shares.”


 


4.            
No Additional Fees/Payment. Other than the consideration specifically referenced herein,
the parties hereto agree that no fee, payment or additional consideration in any form has been or will be paid to the Holder in connection
with this Agreement.


 






     


     


    

 


5.             Notices.
Any notices required or permitted to be sent hereunder shall be sent in writing, addressed as specified below, and shall be deemed
given: (a) if by hand or recognized courier service, by 4:00PM on a business day, addressee’s day and time, on the date of
delivery, and otherwise on the first business day after such delivery; (b) if by fax or email, on the date that transmission is
confirmed electronically, if by 4:00PM on a business day, addressee’s day and time, and otherwise on the first business day
after the date of such confirmation; or (c) five days after mailing by certified or registered mail, return receipt requested.
Notices shall be addressed to the respective parties as follows (excluding telephone numbers, which are for convenience only), or to
such other address as a party shall specify to the others in accordance with these notice provisions:


 


		(a)	If to Purchaser, to:



Model Performance Acquisition Corp.

Cheung Kong Center,

58 Floor, Unit 5801

2 Queens Road Central

Central

Hong Kong

Attn:

Email:


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


Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attn: Giovanni Caruso

Email: gcaruso@loeb.com


 


 


		(b)	If to the Holder, to the address set forth on the Holder’s signature page hereto, with a copy, which
shall not constitute notice, to:



 


[•]


 


Attention: [•]


Phone: [•]


E-mail: [•]


 


or to such other address as any party may have
furnished to the others in writing in accordance herewith.


 


6.            
Enumeration and Headings. The enumeration and headings contained in this Agreement
are for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.


 


7.            
Counterparts. This Agreement may be executed in facsimile and in any number of counterparts,
each of which when so executed and delivered shall be deemed an original, but all of which shall together constitute one and the same
agreement.


 


8.            
Successors and Assigns. This Agreement and the terms, covenants, provisions and conditions
hereof shall be binding upon, and shall inure to the benefit of, the respective heirs, successors and assigns of the parties hereto. The
Holder hereby acknowledges and agrees that this Agreement is entered into for the benefit of and is enforceable by Purchaser and its successors
and assigns.


 






     


     


    

 


9.            
Severability. If any provision of this Agreement is held to be invalid or unenforceable
for any reason, such provision will be conformed to prevailing law rather than voided, if possible, in order to achieve the intent of
the parties and, in any event, the remaining provisions of this Agreement shall remain in full force and effect and shall be binding
upon the parties hereto.


 


10.          
Amendment. This Agreement may be amended or modified by written agreement executed
by each of the parties hereto. 


 


11.           
Further Assurances. Each party shall do and perform, or cause to be done and performed,
all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as
any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation
of the transactions contemplated hereby.


 


12.          
No Strict Construction. The language used in this Agreement will be deemed to be the
language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.


 


13.          
Dispute Resolution. In the event the parties are unable to settle a dispute between
them regarding this Agreement, such dispute shall be referred to and finally settled by arbitration at Hong Kong International Arbitration
Centre (“HKIAC”) in accordance with the Administered Arbitration Rules of HKIAC then in effect. The arbitration tribunal
shall consist of three arbitrators to be appointed by Hong Kong International Arbitration Centre. The language of the arbitration shall
be English.


 


14.          
Governing Law. The terms and provisions of this Agreement shall be construed in accordance
with the laws of the State of New York. 


 


15.          
Controlling Agreement. To the extent the terms of this Agreement (as amended, supplemented,
restated or otherwise modified from time to time) directly conflicts with a provision in the Merger Agreement, the terms of this Agreement
shall control.


 


[Signature Page Follows]


 






     


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Lock-up Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 


	 	Model
    Performance Mini Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Lock-up Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


	 	HOLDER
	 	 
	 	By:	 
	 	 	Name:
	 	 	 
	 	Address:
	 	 	 
	 	 	[·]
	 	 	 
	 	 	 
	 	NUMBER OF Lock-up Shares:
	 	 	 
	 	 	[·]