Model Performance Acquisition Corp Watch

from 425 4 pages This Termination Agreement (This “Agreement”) Is Entered Into on December 16, 2022 (The “Effective Date”) Between (1) Model Performance Acquisition Corp., a British Virgin Islands Business Company (The “Issuer”); (2) Model Performance Mini Corp., a British Virgin Islands Business Company (“Pubco”); and (3) Bilibili, Inc., an Exempted Company Incorporated in the Cayman Islands (“Subscriber”) (Each a “Party”, and Collectively the “Parties”). Background (A) Multimetaverse Inc., a Cayman Islands Exempted Company (The “Company”), the Issuer and Pubco, Among Other Parties, Entered Into a Merger Agreement, Dated August 6, 2021, as Amended From Time to Time (The “Merger Agreement”)

from 8-K 4 pages This Termination Agreement (This “Agreement”) Is Entered Into on December 16, 2022 (The “Effective Date”) Between (1) Model Performance Acquisition Corp., a British Virgin Islands Business Company (The “Issuer”); (2) Model Performance Mini Corp., a British Virgin Islands Business Company (“Pubco”); and (3) Bilibili, Inc., an Exempted Company Incorporated in the Cayman Islands (“Subscriber”) (Each a “Party”, and Collectively the “Parties”). Background (A) Multimetaverse Inc., a Cayman Islands Exempted Company (The “Company”), the Issuer and Pubco, Among Other Parties, Entered Into a Merger Agreement, Dated August 6, 2021, as Amended From Time to Time (The “Merger Agreement”)

from 425 6 pages Reference Is Made to That Certain Merger Agreement (As Amended, Restated, Supplemented or Otherwise Modified From Time to Time, the “Agreement”), Dated as of August 6, 2021, by and Among Multimetaverse Inc., a Cayman Islands Exempted Company (The “Company”), Certain Shareholders of the Company, Model Performance Acquisition Corp., a British Virgin Islands Business Company (The “Parent”), Model Performance Mini Corp., a British Virgin Islands Business Company (The “Purchaser”), and Model Performance Mini Sub Corp., a Cayman Islands Exempted Company (The “Merger Sub,” Together With Parent and Purchaser, Collectively, the “Purchaser Parties”). Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Ascribed to Them in the Agreement. 1. Waiver of the Parties. Effective as of the Closing, All Parties to the Agreement Waive the Following Condition Precedent in Section 10.1(e) and 10.1(g) of the Agreement to Their Obligation to Consummate the Transaction

from 8-K 6 pages Reference Is Made to That Certain Merger Agreement (As Amended, Restated, Supplemented or Otherwise Modified From Time to Time, the “Agreement”), Dated as of August 6, 2021, by and Among Multimetaverse Inc., a Cayman Islands Exempted Company (The “Company”), Certain Shareholders of the Company, Model Performance Acquisition Corp., a British Virgin Islands Business Company (The “Parent”), Model Performance Mini Corp., a British Virgin Islands Business Company (The “Purchaser”), and Model Performance Mini Sub Corp., a Cayman Islands Exempted Company (The “Merger Sub,” Together With Parent and Purchaser, Collectively, the “Purchaser Parties”). Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Ascribed to Them in the Agreement. 1. Waiver of the Parties. Effective as of the Closing, All Parties to the Agreement Waive the Following Condition Precedent in Section 10.1(e) and 10.1(g) of the Agreement to Their Obligation to Consummate the Transaction

from 425 35 pages Subscription Agreement

from 8-K 35 pages Subscription Agreement

from 8-K 6 pages Lock-Up Agreement

from 425 6 pages Lock-Up Agreement

from 425 12 pages Amended and Restated Registration Rights Agreement

from 8-K 12 pages Amended and Restated Registration Rights Agreement

from 8-K 34 pages Subscription Agreement

from 425 34 pages Subscription Agreement

from 8-K 3 pages Model Performance Acquisition Corp. Cheung Kong Center 58 Floor, Unit 5801 2 Queens Road Central Central, Hong Kong

from 8-K 11 pages Unit Subscription Agreement

from 8-K 19 pages Registration Rights Agreement

from 8-K 23 pages Investment Management Trust Agreement

from 8-K 10 pages 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

from 8-K 10 pages Rights Agreement

from S-1/A 11 pages Unit Subscription Agreement

from S-1/A 19 pages Registration Rights Agreement