Exhibit
10.2


 


AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT


 


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”).


 


WHEREAS,
the Company entered into that certain Merger Agreement, dated as of [·],
2021 (the “Merger Agreement”), by and among the Company, Model Performance Acquisition Corp., a British Virgin
Islands company (the “Parent”), Model Performance Mini Sub Corp., a Cayman Islands Exempted Company and wholly-owned
subsidiary of the Company (the “Merger Sub”), and MultiMetaVerse Inc., a Cayman Islands Exempted Company (the
 “MMV”), to effect the consummation of a business combination with MMV (the “Business Combination”);


 


WHEREAS, certain of the Investors (the “Sponsor
Group”) are party to that certain Registration Rights Agreement, dated April 7, 2021 (the “Prior Agreement”),
pursuant to which the Parent provided the Sponsor Group with certain rights relating to the registration of the securities held by them;
and


 


WHEREAS, as a condition of, and as a material inducement
for MMV to enter into and consummate the transactions contemplated by the Merger Agreement, the Company (as the successor to the Parent
in the Business Combination) and the Sponsor Group have agreed to amend and restate the Prior Agreement to provide certain rights relating
to the registration of shares of Common Stock (as defined below) held by stockholders of MMV, as of and contingent upon the closing of
the Business Combination.


 


NOW, THEREFORE, in consideration of the mutual
covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree that the Prior Agreement is hereby amended and restated in its entirety, as of and contingent upon
the closing of the Business Combination, as follows:


 


1. DEFINITIONS.
The following capitalized terms used herein have the following meanings:


 


“Agreement” means this
Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Commission” means the
Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act.


 


“Closing Date” is the
closing date of the Business Combination and has the meaning set forth in Section 2.3 of the Merger Agreement.


 


“Common Stock” means
the ordinary shares, no par value, of the Company.


 


“Company” is defined
in the preamble to this Agreement.


 


“Demand Registration”
is defined in Section 2.1.1.


 


“Demanding Holder” is
defined in Section 2.1.1.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same
shall be in effect at the time.


 


“Form S-3” is defined
in Section 2.3.


 


“Indemnified Party” is
defined in Section 4.3.


 


“Indemnifying Party is defined
in Section 4.3.


 


“Investor” is defined
in the preamble to this Agreement.


 


“Investor Indemnified Party”
is defined in Section 4.1.


 


“Maximum Number of Shares”
is defined in Section 2.1.4.


 






     


     


    

 


“Notices” is defined
in Section 6.3.


 


“Piggy-Back Registration”
is defined in Section 2.2.1.


 


“Private Units” means
the Units that the Sponsor Group purchased simultaneously with the consummation of the Company’s initial public offering.


 


“Register,” “Registered”
and “Registration” mean a registration effected by preparing and filing a registration statement or similar
document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and
such registration statement becoming effective.


 


“Registrable Securities”
means all shares of Common Stock (i) issued or issuable to Investors in connection with the Business Combination (including shares of
Common Stock that may be issued after the closing of the Business Combination pursuant to the Merger Agreement) and (ii) held by the Sponsor
Group immediately after the closing of the Business Combination (including shares of Common Stock acquired by the Sponsor Group in connection
with the Business Combination and underlying the Private Warrants). Registrable Securities include any Warrants, shares of capital stock
or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of
such shares of Common Stock (including shares of Common Stock underlying the Private Warrants). As to any particular Registrable Securities,
such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities
shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in
accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them not
bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall
not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding, or (d) the Registrable Securities
are freely saleable under Rule 144 under the Securities Act without volume limitations.


 


“Registration Statement”
means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and regulations
promulgated thereunder for a public offering and sale of Common Stock (other than a registration statement on Form S-4 or Form S-8, or
their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of
another entity).


 


“Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall
be in effect at the time.


 


“Underwriter” means a
securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s
market-making activities.


 


“Units” means the units
of the Company, each consisting of one share of Common Stock, one Warrant, and one right to receive one-tenth (1/10) of a share of Common
Stock upon the consummation of the Business Combination.


 


“Warrants” means the
warrants of the Company, each entitling the holder thereof to purchase one half of one share of Common Stock.


 


2. REGISTRATION
RIGHTS.


 


2.1 Demand
Registration.


 


2.1.1 Request for Registration. At any
time and from time to time on or after the Closing Date of the Business Combination, either (i) the holders of a
majority-in-interest of the Registrable Securities held by the Investors or their affiliates, or the transferees of the Investors,
or (ii) the Sponsor Group or its affiliates or transferees, may make a written demand for registration under the Securities Act of
all or part of the Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration
shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof.
The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to
include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares
of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within
fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall
be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set
forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under
this Section 2.1.1 in respect of all Registrable Securities. For the avoidance of doubt, each of (a) the holders of a
majority-in-interest of the Registrable Securities held by the Investors, and (b) the Sponsor Group, are permitted to exercise one
Demand Registration pursuant to this Section 2.1.1 with respect to their respective Registrable Securities.


 






     


     


    

 


2.1.2 Effective Registration. A registration
will not count as a Demand Registration until the Registration Statement filed with the Commission with respect to such Demand Registration
has been declared effective and the Company has complied with all of its obligations under this Agreement with respect thereto; provided,
however, that if, after such Registration Statement has been declared effective, the offering of Registrable Securities pursuant to a
Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the
Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until,
(i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders
thereafter elect to continue the offering; provided, further, that the Company shall not be obligated to file a second Registration Statement
until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.


 


2.1.3 Underwritten Offering. If a majority-in-interest
of the Demanding Holders so elect and such holders so advise the Company as part of their written demand for a Demand Registration, the
offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such
event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon such holder’s
participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided
herein. All Demanding Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting
agreement in customary form with the Underwriter or Underwriters selected for such underwriting by a majority-in-interest of the holders
initiating the Demand Registration. The majority-in-interest of the Demanding Holders initially requesting the Demand Registration shall
select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering; provided,
that such selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld or delayed.


 


2.1.4 Reduction
of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises
the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding
Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and
the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration
rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that
can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability
of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of
Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand
Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares that each such Person has requested
be included in such registration, regardless of the number of shares held by each such Person (such proportion is referred to herein as
 “Pro Rata”)) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that
the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that
the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iii) third, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities for the
account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and
that can be sold without exceeding the Maximum Number of Shares.


 


2.1.5 Withdrawal. If a majority-in-interest
of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities
in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice
to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement
filed with the Commission with respect to such Demand Registration.


 






     


     


    

 


2.2 Piggy-Back
Registration.


 


2.2.1 Piggy-Back
Rights. If, at any time on or after the Closing Date of the Business Combination, the Company proposes to file a Registration
Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable
or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company
for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1),
other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an
exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is
convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written
notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10)
days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such
offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the
offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to Register the sale of such number
of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a
 “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such
registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to
permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any
similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the
intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a
Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement (including a market
stand-off agreement if required by such underwriter or underwriters) in customary form with the Underwriter or Underwriters selected
for such Piggy-Back Registration.


 


2.2.2 Reduction
of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises
the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock which the
Company desires to sell, taken together with the shares of Common Stock, if any, as to which Registration has been demanded pursuant to
written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable Securities as
to which Registration has been requested under this Section 2.2, and the shares of Common Stock, if any, as to which Registration has
been requested pursuant to the written contractual piggy-back Registration rights of other shareholders of the Company, exceeds the Maximum
Number of Shares, then the Company shall include in any such Registration:


 


(a) If
the Registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that the Company
desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of
Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable
Securities, the shares of Common Stock or other securities for the account of other persons that the Company is obligated to Register,
as to which Registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such security
holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares;


 


(b) If
the registration is a Demand Registration undertaken at the demand of persons other than either the holders of Registrable Securities,
(A) first, the shares of Common Stock or other securities for the account of the demanding persons that can be sold without exceeding
the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause
(A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number
of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), collectively
the shares of Common Stock or other securities comprised of Registrable Securities, Pro Rata, as to which Registration has been requested
pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities
for the account of other persons that the Company is obligated to Register pursuant to written contractual arrangements with such persons,
that can be sold without exceeding the Maximum Number of Shares.


 


2.2.3 Withdrawal.
Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any
Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration
Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written
contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement.
Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection
with such Piggy-Back Registration as provided in Section 3.3.


 


2.2.4 Unlimited
Piggy-Back Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be
counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 






     


     


    

 


2.3 Registrations
on Form S-3. At any time and from time to time on or after the Closing Date of the Business Combination the holders of a majority-in-interest
of the Registrable Securities held by the Investors or their affiliates, or the transferees of the Investors may request in writing that
the Company register the resale of any or all of such Registrable Securities on Form S-3 or F-3, or any similar short-form registration
which may be available at such time (“Form S-3”); provided, however, that the Company shall not be obligated
to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written
notice of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the
registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders
joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from
the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3:
(i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of
any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other
securities (if any) at any aggregate price to the public of less than $1,000,000. Registrations effected pursuant to this Section 2.3
shall not be counted as Demand Registrations effected pursuant to Section 2.1.


 


3. REGISTRATION
PROCEDURES.


 


3.1 Filings;
Information. Whenever the Company is required to effect the Registration of any Registrable Securities pursuant to Section 2, the
Company shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended
method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:


 


3.1.1 Filing
Registration Statement. The Company shall use its best efforts to, as expeditiously as possible after receipt of a request for a Demand
Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company
then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable
Securities to be Registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts
to cause such Registration Statement to become effective and use its best efforts to keep it effective for the period required by Section
3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to sixty (60) days, and any Piggy-Back
Registration for such period as may be applicable to deferment of any Demand Registration to which such Piggy-Back Registration relates,
in each case if the Company shall furnish to the holders a certificate signed by the Chief Executive Officer or Chairman of the Company
stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and
its shareholders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have
the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand
Registration hereunder.


 


3.1.2 Copies.
The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge
to the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies of such Registration
Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto
and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus),
and such other documents as the holders of Registrable Securities included in such registration or legal counsel for any such holders
may request in order to facilitate the disposition of the Registrable Securities owned by such holders.


 


3.1.3 Amendments
and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and
supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration
Statement effective and in compliance with the provisions of the Securities Act until (i) all Registrable Securities covered by such registration
statement have been sold or may be resold pursuant to Rule 144 of the Securities Act without restriction..


 


3.1.4 Notification.
After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such
filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further
notify such holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any
of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such
Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the
Company shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by
the Commission for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional
information or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an
untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the
statements therein not misleading, and promptly make available to the holders of Registrable Securities included in such
Registration Statement any such supplement or amendment; except that, before filing with the Commission a Registration Statement or
prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish, to the
holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such holders, copies of
all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a
reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration Statement or
prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders or their legal
counsel shall object.


 






     


     


    

 


3.1.5 State
Securities Laws Compliance. The Company shall use its best efforts to (i) Register or qualify the Registrable Securities covered by
the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders
of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii)
take such action necessary to cause such Registrable Securities covered by the Registration Statement to be Registered with or approved
by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all
other acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such Registration
Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall
not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this
paragraph or subject itself to taxation in any such jurisdiction.


 


3.1.6 Agreements
for Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary
form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities.
No holder of Registrable Securities included in such registration statement shall be required to make any representations or warranties
in the underwriting agreement except, if applicable, with respect to such holder’s organization, good standing, authority, title
to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational documents, and,
with respect to written information relating to such holder that such holder has furnished in writing expressly for inclusion in such
Registration Statement.


 


3.1.7 Cooperation.
The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the
Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities
hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering
and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential
investors.


 


3.1.9 Opinions
and Comfort Letters. Upon request, the Company shall furnish to each holder of Registrable Securities included in any Registration
Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and
(ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion
is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement,
at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect that the Registration Statement
containing such prospectus has been declared effective and that no stop order is in effect.


 


3.1.10 Earnings
Statement. The Company shall make available to its shareholders an earnings statement covering a period of twelve (12) months, which
earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.


 


3.1.11 Listing.
The Company shall use its best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges
or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if
no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities
included in such registration.


 


3.2 Obligation
to Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described in
Section 3.1.4(iv), or, in the case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the
Company, pursuant to a written insider trading compliance program adopted by the Company’s Board of Directors, of the ability
of all “insiders” covered by such program to transact in the Company’s securities because of the existence of
material non-public information, each holder of Registrable Securities included in any Registration shall immediately discontinue
disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such
holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of
 “insiders” to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company,
each such holder will deliver to the Company all copies, other than permanent file copies then in such holder’s possession, of
the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.


 






     


     


    

 


3.3 Registration
Expenses. The Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section 2.1,
any Piggy-Back Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.3, and all expenses
incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes
effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or
 “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable
Securities); (iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation, all salaries and expenses
of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required
by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for the Company and fees
and expenses for independent certified public accountants retained by the Company (including the expenses or costs associated with the
delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the reasonable fees and expenses of any special
experts retained by the Company in connection with such registration; and (ix) the reasonable fees and expenses of one legal counsel selected
by the holders of a majority-in-interest of the Registrable Securities included in such registration. The Company shall have no obligation
to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof,
which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling
shareholders and the Company shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of shares each
is selling in such offering. Notwithstanding any of the foregoing provisions, the Company shall not be required to pay for any expenses
of any Registration proceeding begun pursuant to Section 2.1 if the Registration request is subsequently withdrawn at the request of the
holders of a majority of the Registrable Securities to be registered (in which case the participating holders requesting for the withdrawal
shall bear such expenses), unless, in the case of a registration requested under Section 2.1, all of the holders of the Registrable Securities
agree to forfeit their right to one demand registration pursuant to Section 2.1.


 


3.4 Information.
The holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter,
if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect
the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s
obligation to comply with federal and applicable state securities laws.


 


4. INDEMNIFICATION
AND CONTRIBUTION.


 


4.1 Indemnification
by the Company. The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities,
and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person,
if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any
expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue
statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such
Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus
contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based
upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder
applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; and
the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such
Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability
or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim,
damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged
omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment
or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder
expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers,
affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as
that of the indemnification provided above in this Section 4.1.


 






     


     


    

 


4.2 Indemnification
by Holders of Registrable Securities. Each selling holder of Registrable Securities will, in the event that any registration is being
effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and
hold harmless the Company, each of its directors and officers and each Underwriter (if any), and each other selling holder and each other
person, if any, who controls another selling holder or such Underwriter within the meaning of the Securities Act, against any losses,
claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained
in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary
prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration
Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein
or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with
information furnished in writing to the Company by such selling holder expressly for use therein, and shall reimburse the Company, its
directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any
of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder’s indemnification
obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such
selling holder.


 


4.3 Conduct
of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any
action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”)
shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the
 “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however,
that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability
which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually
prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the
Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes,
jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party.
After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action,
the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified
Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which
both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate
counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject
to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party,
with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such
Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests
between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or
effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been
a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional
release of such Indemnified Party from all liability arising out of such claim or proceeding.


 


4.4 Contribution.


 


4.4.1 If the
indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss,
claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party,
shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action
in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection
with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable
considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission.


 


4.4.2 The parties
hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation
or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding
Section 4.4.1.


 


4.4.3 The amount
paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified
Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no holder
of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment
of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities which
gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.


 






     


     


    

 


5. RULE
144.


 


5.1 Rule
144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act
and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time
to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission.


 


6. MISCELLANEOUS.


 


6.1 Other
Registration Rights. The Company represents and warrants that, as of the date of this Agreement, no person, other than the holders
of the Registrable Securities, has any right to require the Company to register any shares of the Company’s capital stock for sale
or to include shares of the Company’s capital stock in any registration filed by the Company for the sale of shares of capital stock
for its own account or for the account of any other person.


 


6.2 Termination.
The Company’s obligations under Sections 2 with respect to any Registrable Securities proposed to be sold by a holder in a Registration
pursuant to Section 2 shall terminate (i) on the fifth anniversary of the date of this Agreement, or (ii) upon the termination, liquidation,
dissolution of the Company.


 


6.3 Assignment;
No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or
delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities
hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer
of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit
of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors
or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party
hereto other than as expressly set forth in Article 4 and this Section 6.2.


 


6.4 Notices.
All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required
or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served,
delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed
as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed
given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided that, if such
service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the next
business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely delivery of such
notice to a reputable air courier service with an order for next-day delivery.


 


To the Company:


 


Model Performance Acquisition Corp.

Cheung Kong Center,

58 Floor, Unit 5801

2 Queens Road Central

Central

Hong Kong

Attn: Serena Shie

Email: serena@firsteuro.co


 


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


 


To an Investor, to the address set forth below such Investor’s
name on the signature pages hereto.


 






     


     


    

 


6.5 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible that is valid and enforceable.


 


6.6 Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall
constitute one and the same instrument.


 


6.7 Entire
Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant
hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and
contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.


 


6.8 Modifications
and Amendments. No amendment, modification or termination of this Agreement shall be binding upon any party unless executed in writing
by such party.


 


6.9 Titles
and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of
any provision of this Agreement.


 


6.10 Waivers
and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided
that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers
to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any
waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding
or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance
of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.


 


6.11 Remedies
Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under
this Agreement, the Investor or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity
or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of
any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to
take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this
Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power
or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.


 


6.12 Governing
Law. This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New
York applicable to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law provisions
thereof that would compel the application of the substantive laws of any other jurisdiction.


 


6.13 Resolution of Disputes.
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.


 


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IN WITNESS WHEREOF, the parties have caused this
Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.


 


 


	 	COMPANY:
	 	 	 
	 	MODEL PERFORMANCE MINI CORP.
	 	 	 
	 	By:	                           
	 	Name: 	 
	 	Title: 	 



 


[Signature page to Registration
Rights Agreement]


 






     


     


    

 


	 	INVESTOR:
	 	 	 	 
	 	Print Name of Investor
	 	 	 	 
	 	Signature
	 	 	 	 
	 	 	By:	                           
	 	 	Title:	 
	 	 	 	 
	 	Address: