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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event
reported): May 10, 2024
MEGA MATRIX CORP.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-13387 |
|
94-3263974 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
3000 El Camino Real,
Bldg.
4, Suite 200, Palo
Alto, CA |
|
94306 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
650-340-1888
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
Common Stock, $0.001 par value |
|
MPU |
|
NYSE
American Exchange LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive
Agreement.
The information contained in Item 5.02 is incorporated
by reference in this Item 1.01.
On May 10, 2024, the Board of Directors of Mega
Matrix Corp (the “Company”) approved a form of indemnification agreement (the “Indemnification Agreement”) which
supersedes all prior agreements and understandings between the parties, oral or written with respect to the subject matter of the Indemnification
Agreement. On May 10, 2024, the Company entered into the Indemnification Agreement with each of the current directors and executive officers
of the Company (collectively, the “Indemnitees”)
Pursuant to and subject to the terms, conditions
and limitations set forth in the Indemnification Agreement, the Company will indemnify each Indemnitee, against any and all expenses incurred
in connection with the Indemnitee’s service as our officer, director and or agent, or is or was serving at our request as a director,
officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity
or enterprise but only if the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to our best
interest, and in the case of a criminal proceeding, had no reasonable cause to believe that his conduct was unlawful. In addition, the
indemnification provided in the indemnification agreement is applicable whether or not negligence or gross negligence of the Indemnitee
is alleged or proven. Additionally, the Indemnification Agreement establishes processes and procedures for indemnification claims, advancement
of expenses and costs and contribution obligations. The Indemnification Agreement does not exclude any other rights to indemnification
or advancement of expenses to which the Indemnitee may be entitled, including any rights arising under applicable law, the Company’s
Certificate of Incorporation or Bylaws, a vote of stockholders or a resolution of directors or otherwise.
The foregoing description of the Indemnification
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Indemnification
Agreement, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation
On May 10, 2024, Mr. Jiang resigned as independent
director and from all Board committee positions of the Company, effective immediately. Mr. Jiang’s resignation is for personal reasons
and not due to any disagreement with the Company’s management team or the Company’s Board on any matter relating to the operations,
policies or practices of the Company or any issues regarding the Company’s accounting policies or practices.
Appointment
On May 10, 2024, the Board appointed Mr. Junyi
Dai, effective immediately, to serve as a member of the Board and as the chairperson of the compensation committee and a member of audit
committee. The Board has determined that Mr. Dai is independent within the meaning of Sections 803A
and 803B(2) of the NYSE American Company Guide, and applicable rules of the U.S. Securities and Exchange Commission (“SEC”).
Below is the summary of Mr. Dai’s business
experience:
Junyi Dai. Mr. Dai has been the Managing
Director at FLMD Pty. Ltd since 2015, where he oversees strategic planning to maximize shareholder value, manages team execution across
departments, and maintains crucial relationships with stakeholders such as major customers, suppliers, and local governments. From 2009
to 2014, Mr. Dai served as General Manager Assistant at Peng Xin Investment Co. Ltd, where he was involved in financial and investment
planning for listed companies. He earned his Bachelor of Commerce from the University of New South Wales.
In connection with the appointment, the Company
has entered into the standard form of independent director agreement with Mr. Dai (“Agreement”) the same day. Pursuant to
the Agreement, during the term of service as a director of the Company, Mr. Dai shall be entitled to an annual fee of $8,000, plus reimbursement
of expenses.
Except as disclosed in this Current Report, there
are no arrangements or understandings with any other person pursuant to which Mr. Dai was appointed as the director of the Company. There
are also no family relationships between Mr. Dai and any of the Company’s directors or executive officers. Except as disclosed in
this Current Report, the Mr. Dai has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
The foregoing description of the Agreement does
not purport to be complete and are qualified in its entirety by reference to the full text of such document, which is filed as Exhibits
10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
Mega Matrix Corp. |
|
a Delaware corporation |
|
|
|
By: |
/s/ Yucheng Hu, |
|
|
Yucheng Hu,
Chief Executive Officer |
|
|
|
Dated: May 14, 2024 |
|
|
3
Exhibit 10.1
INDEMNIFICATION AGREEMENT
This Indemnification Agreement
(“Agreement”), dated as of ________, 2024, is by and between Mega Matrix Corp., a Delaware corporation (the “Company”),
and _________ (“Indemnitee”).
RECITALS
WHEREAS, Indemnitee is
a [director and/or executive officer] of the Company;
WHEREAS, both the Company
and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies;
WHEREAS, the board of directors
of the Company (the “Board”) has determined that enhancing the ability of the Company to retain and attract as directors
and officers the most capable persons is in the best interests of the Company and that the Company therefore should seek to assure such
persons that indemnification is available; and
WHEREAS, in recognition of
the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s service
as a director of the Company and to enhance Indemnitee’s ability to serve the Company in an effective manner, and in order to provide
such protection pursuant to express contract rights (intended to be enforceable irrespective of, among other things, any amendment to
the Company’s certificate of incorporation or bylaws (collectively, the “Constituent Documents”), any change
in the composition of the Board or any change in control or business combination transaction relating to the Company), the Company wishes
to provide in this Agreement for the indemnification of, and the advancement of Expenses (as defined in Section 1(f) below) to, Indemnitee
as set forth in this Agreement and to the extent insurance is maintained for the coverage of Indemnitee under the Company’s directors’
and officers’ liability insurance policies.
AGREEMENT
NOW, THEREFORE, in
consideration of the foregoing and Indemnitee’s agreement to provide services to the Company, the parties agree as follows:
1. Definitions.
For purposes of this Agreement, the following terms shall have the following meanings:
(a) “Beneficial
Owner” has the meaning given to the term “beneficial owner” in Rule 13d-3 under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”).
(b) “Change
in Control” means the occurrence after the date of this Agreement of any of the following events:
(i) any
Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more
of the Company’s then outstanding Voting Securities unless the change in relative Beneficial Ownership of the Company’s securities
by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in
the election of directors;
(ii) the
consummation of a reorganization, merger or consolidation, unless immediately following such reorganization, merger or consolidation,
all of the Beneficial Owners of the Voting Securities of the Company immediately prior to such transaction beneficially own, directly
or indirectly, more than fifty percent (50%) of the combined voting power of the outstanding Voting Securities of the entity resulting
from such transaction;
(iii) during
any period of two (2) consecutive years, not including any period prior to the execution of this Agreement, individuals who at the beginning
of such period constituted the Board (including for this purpose any new directors whose election by the Board or nomination for election
by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either
were directors at the beginning of the period or whose election or nomination for election was previously so approved) cease for any reason
to constitute at least a majority of the Board; or
(iv) the
stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company’s assets.
(c) “Claim” means:
(i) any
threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative,
arbitrative, investigative or other, and whether made pursuant to federal, state or other law; or
(ii) any
inquiry, hearing or investigation that Indemnitee determines might lead to the institution of any such action, suit, proceeding or alternative
dispute resolution mechanism.
(d) “Delaware Court” shall have the meaning ascribed to it in Section 9(e) below.
(e) “Disinterested
Director” means a director of the Company who is not and was not a party to the Claim in respect of which indemnification is
sought by Indemnitee.
(f) “Expenses”
means any and all expenses, including attorneys’ and experts’ fees, court costs, transcript costs, travel expenses, duplicating,
printing and binding costs, telephone charges, and all other costs and expenses incurred in connection with investigating, defending,
being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in, any Claim. Expenses
also shall include (i) Expenses incurred in connection with any appeal resulting from any Claim, including without limitation the premium,
security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes
of Section 5 only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s
rights under this Agreement, by litigation or otherwise. Expenses, however, shall not include amounts paid in settlement by Indemnitee
or the amount of judgments or fines against Indemnitee.
(g) “Expense
Advance” means any payment of Expenses advanced to Indemnitee by the Company pursuant to Section 4 or Section 5 hereof.
(h) “Indemnifiable
Event” means any event or occurrence, whether occurring before, on or after the date of this Agreement, related to the fact
that Indemnitee is or was a director, officer, employee or agent of the Company or any subsidiary of the Company, or is or was serving
at the request of the Company as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability
company, partnership, joint venture, trust or other entity or enterprise (collectively with the Company, “Enterprise”)
or by reason of an action or inaction by Indemnitee in any such capacity (whether or not serving in such capacity at the time any Loss
is incurred for which indemnification can be provided under this Agreement).
(i) “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently
performs, nor in the past three (3) years has performed, services for either: (i) the Company or Indemnitee (other than in connection
with matters concerning Indemnitee under this Agreement or of other indemnitees under similar agreements) or (ii) any other party to the
Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel”
shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest
in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
(j) “Losses”
means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other), ERISA excise
taxes, amounts paid or payable in settlement, including any interest, assessments, any federal, state, local or foreign taxes imposed
as a result of the actual or deemed receipt of any payments under this Agreement and all other charges paid or payable in connection with
investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate
in, any Claim.
(k) “Person”
means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization,
governmental entity or other entity and includes the meaning set forth in Sections 13(d) and 14(d) of the Exchange Act.
(l) “Standard
of Conduct Determination” shall have the meaning ascribed to it in Section 9(b) below.
(m) “Voting
Securities” means any securities of the Company that vote generally in the election of directors.
2. Services
to the Company. Indemnitee agrees to serve as a director or officer of the Company for so long as Indemnitee is duly elected or appointed
or until Indemnitee tenders his resignation or is no longer serving in such capacity. This Agreement shall not be deemed an employment
agreement between the Company (or any of its subsidiaries or Enterprise) and Indemnitee. Indemnitee specifically acknowledges that his
service to the Company or any of its subsidiaries or Enterprise is at will and Indemnitee may be discharged at any time for any reason,
with or without cause, except as may be otherwise provided in any written employment agreement between Indemnitee and the Company (or
any of its subsidiaries or Enterprise), other applicable formal severance policies duly adopted by the Board or, with respect to service
as a director or officer of the Company, by the Company’s Constituent Documents or Delaware law.
3. Indemnification.
Subject to Section 9 and Section 10 of this Agreement, the Company shall indemnify Indemnitee, to the fullest extent permitted by the
laws of the State of Delaware in effect on the date hereof, or as such laws may from time to time hereafter be amended to increase the
scope of such permitted indemnification, against any and all Losses if Indemnitee was or is or becomes a party to or participant in, or
is threatened to be made a party to or participant in, any Claim by reason of or arising in part out of an Indemnifiable Event, including,
without limitation, Claims brought by or in the right of the Company, Claims brought by third parties, and Claims in which Indemnitee
is solely a witness.
4. Advancement
of Expenses. Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Claim by final adjudication
to which there are no further rights of appeal, of any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection
with any Claim arising out of an Indemnifiable Event. Indemnitee’s right to such advancement is not subject to the satisfaction
of any standard of conduct. Without limiting the generality or effect of the foregoing, within sixty (60) days after any request by Indemnitee,
the Company shall, in accordance with such request, (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in
an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses. In connection with any request for Expense Advances,
Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would undermine
or otherwise jeopardize attorney-client privilege. In connection with any request for Expense Advances, Indemnitee shall execute and deliver
to the Company an undertaking (which shall be accepted without reference to Indemnitee’s ability to repay the Expense Advances)
to repay any amounts paid, advanced, or reimbursed by the Company for such Expenses to the extent that it is ultimately determined, following
the final disposition of such Claim, that Indemnitee is not entitled to indemnification hereunder. Indemnitee’s obligation to reimburse
the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.
5. Indemnification
for Expenses in Enforcing Rights. To the fullest extent allowable under applicable law, the Company shall also indemnify against,
and, if requested by Indemnitee, shall advance to Indemnitee subject to and in accordance with Section 4, any Expenses actually and reasonably
paid or incurred by Indemnitee in connection with any action or proceeding by Indemnitee for (a) indemnification or reimbursement or advance
payment of Expenses by the Company under any provision of this Agreement, or under any other agreement or provision of the Constituent
Documents now or hereafter in effect relating to Claims relating to Indemnifiable Events, and/or (b) recovery under any directors’
and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined
to be entitled to such indemnification or insurance recovery, as the case may be. However, in the event that Indemnitee is ultimately
determined not to be entitled to such indemnification or insurance recovery, as the case may be, then all amounts advanced under this
Section 5 shall be repaid. Indemnitee shall be required to reimburse the Company in the event that a final judicial determination is made
that such action brought by Indemnitee was frivolous or not made in good faith.
6. Partial
Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of any
Losses in respect of a Claim related to an Indemnifiable Event but not for the total amount thereof, the Company shall nevertheless indemnify
Indemnitee for the portion thereof to which Indemnitee is entitled.
7. Notification
and Defense of Claims.
(a) Notification
of Claims. Indemnitee shall notify the Company in writing as soon as practicable of any Claim which could relate to an Indemnifiable
Event or for which Indemnitee could seek Expense Advances, including a brief description (based upon information then available to Indemnitee)
of the nature of, and the facts underlying, such Claim. The failure by Indemnitee to timely notify the Company hereunder shall not relieve
the Company from any liability hereunder unless the Company’s ability to participate in the defense of such claim was materially
and adversely affected by such failure. If at the time of the receipt of such notice, the Company has directors’ and officers’
liability insurance in effect under which coverage for Claims related to Indemnifiable Events is potentially available, the Company shall
give prompt written notice to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company
shall provide to Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between
the Company and such insurers regarding the Claim, in each case substantially concurrently with the delivery or receipt thereof by the
Company.
(b) Defense
of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event at its own
expense and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably
satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Claim, the Company
shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection
with Indemnitee’s defense of such Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee
shall have the right to employ its own legal counsel in such Claim, but all Expenses related to such counsel incurred after notice from
the Company of its assumption of the defense shall be at Indemnitee’s own expense; provided, however, that if (i) Indemnitee’s
employment of its own legal counsel has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a
conflict of interest between Indemnitee and the Company in the defense of such Claim, (iii) after a Change in Control, Indemnitee’s
employment of its own counsel has been approved by the Independent Counsel or (iv) the Company shall not in fact have employed counsel
to assume the defense of such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm
plus, if applicable, local counsel in respect of any such Claim) and all Expenses related to such separate counsel shall be borne by the
Company.
8. Procedure
upon Application for Indemnification. In order to obtain indemnification pursuant to this Agreement, Indemnitee shall submit to the
Company a written request therefor, including in such request such documentation and information as is reasonably available to Indemnitee
and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition
of the Claim, provided that documentation and information need not be so provided to the extent that the provision thereof would undermine
or otherwise jeopardize attorney-client privilege. Indemnification shall be made insofar as the Company determines Indemnitee is entitled
to indemnification in accordance with Section 9 below.
9. Determination of Right to Indemnification.
(a) Mandatory Indemnification; Indemnification as a Witness.
(i) To
the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Claim relating to an Indemnifiable
Event or any portion thereof or in defense of any issue or matter therein, including without limitation dismissal without prejudice, Indemnitee
shall be indemnified against all Losses relating to such Claim in accordance with Section 3 to the fullest extent allowable by law, and
no Standard of Conduct Determination (as defined in Section 9(b)) shall be required.
(ii) To
the extent that Indemnitee’s involvement in a Claim relating to an Indemnifiable Event is to prepare to serve and serve as a witness,
and not as a party, Indemnitee shall be indemnified against all Losses incurred in connection therewith to the fullest extent allowable
by law and no Standard of Conduct Determination (as defined in Section 9(b)) shall be required.
(b) Standard
of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall
have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware
law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination
that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows:
(i) if
no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B)
by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum
or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which
shall be delivered to Indemnitee; and
(ii) if
a Change in Control shall have occurred, (A) if Indemnitee so requests in writing, by a majority vote of the Disinterested Directors,
even if less than a quorum of the Board or (B) otherwise, by Independent Counsel in a written opinion addressed to the Board, a copy of
which shall be delivered to Indemnitee.
The Company shall indemnify
and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within
sixty (60) days of such request, any and all Expenses incurred by Indemnitee in cooperating with the person or persons making such Standard
of Conduct Determination.
(c) Making
the Standard of Conduct Determination. The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination
required under Section 9(b) to be made as promptly as practicable. If the person or persons designated to make the Standard of Conduct
Determination under Section 9(b) shall not have made a determination within thirty (30) days after the later of (A) receipt by the Company
of a written request from Indemnitee for indemnification pursuant to Section 8 (the date of such receipt being the “Notification
Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, then Indemnitee
shall be deemed to have satisfied the applicable standard of conduct; provided that such thirty (30) day period may be extended for a
reasonable time, not to exceed an additional thirty (30) days, if the person or persons making such determination in good faith requires
such additional time to obtain or evaluate information relating thereto. Notwithstanding anything in this Agreement to the contrary, no
determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final
disposition of any Claim.
(d) Payment of Indemnification. If, in regard to any Losses:
(i) Indemnitee shall be entitled to indemnification pursuant to Section 9(a);
(ii) no Standard Conduct Determination is legally required as a condition to indemnification of Indemnitee hereunder; or
(iii) Indemnitee has been determined or deemed pursuant to Section 9(b) or Section 9(c) to have satisfied the Standard of Conduct Determination,
then the Company shall
pay to Indemnitee, within five (5) days after the later of (A) the Notification Date or (B) the earliest date on which the applicable
criterion specified in clause (i), (ii) or (iii) is satisfied, an amount equal to such Losses.
(e) Selection
of Independent Counsel for Standard of Conduct Determination. If a Standard of Conduct Determination is to be made by Independent
Counsel pursuant to Section 9.1(b)(i), the Independent Counsel shall be selected by the Board of Directors, and the Company shall give
written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Standard of Conduct Determination
is to be made by Independent Counsel pursuant to Section 9.1(b)(ii), the Independent Counsel shall be selected by Indemnitee, and Indemnitee
shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either case, Indemnitee
or the Company, as applicable, may, within five (5) days after receiving written notice of selection from the other, deliver to the other
a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent
Counsel so selected does not satisfy the criteria set forth in the definition of “Independent Counsel” in Section 1(i), and
the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person
or firm so selected shall act as Independent Counsel. If such written objection is properly and timely made and substantiated, (i) the
Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined
that such objection is without merit; and (ii) the non-objecting party may, at its option, select an alternative Independent Counsel and
give written notice to the other party advising such other party of the identity of the alternative Independent Counsel so selected, in
which case the provisions of the two immediately preceding sentences, the introductory clause of this sentence and numbered clause (i)
of this sentence shall apply to such subsequent selection and notice. If applicable, the provisions of clause (ii) of the immediately
preceding sentence shall apply to successive alternative selections. If no Independent Counsel that is permitted under the foregoing provisions
of this Section 9(e)to make the Standard of Conduct Determination shall have been selected within twenty (20) days after the Company gives
its initial notice pursuant to the first sentence of this Section 9(e)or Indemnitee gives its initial notice pursuant to the second sentence
of this Section 9(e), as the case may be, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware
(“Delaware Court”) to resolve any objection which shall have been made by the Company or Indemnitee to the other’s
selection of Independent Counsel and/or to appoint as Independent Counsel a person to be selected by the Court or such other person as
the Court shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed
will act as Independent Counsel. In all events, the Company shall pay all of the reasonable fees and expenses of the Independent Counsel
incurred in connection with the Independent Counsel’s determination pursuant to Section 9(b).
(f) Presumptions and Defenses.
(i) Indemnitee’s
Entitlement to Indemnification. In making any Standard of Conduct Determination, the person or persons making such determination shall
presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the Company shall have
the burden of proof to overcome that presumption and establish that Indemnitee is not so entitled. Any Standard of Conduct Determination
that is adverse to Indemnitee may be challenged by Indemnitee in the Delaware Court. No determination by the Company (including by its
directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct may be used as a defense to
any legal proceedings brought by Indemnitee to secure indemnification or reimbursement or advance payment of Expenses by the Company hereunder
or create a presumption that Indemnitee has not met any applicable standard of conduct.
(ii) Reliance
as a Safe Harbor. For purposes of this Agreement, and without creating any presumption as to a lack of good faith if the following
circumstances do not exist, Indemnitee shall be deemed to have acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Company if Indemnitee’s actions or omissions to act are taken in good faith reliance
upon the records of the Company, including its financial statements, or upon information, opinions, reports or statements furnished to
Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their duties, or by committees of the
Board or by any other Person (including legal counsel, accountants and financial advisors) as to matters Indemnitee reasonably believes
are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf
of the Company. In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent or employee of the Company
shall not be imputed to Indemnitee for purposes of determining the right to indemnity hereunder.
(iii) No
Other Presumptions. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without
court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that Indemnitee did
not meet any applicable standard of conduct or have any particular belief, or that indemnification hereunder is otherwise not permitted.
(iv) Defense
to Indemnification and Burden of Proof. It shall be a defense to any action brought by Indemnitee against the Company to enforce this
Agreement (other than an action brought to enforce a claim for Losses incurred in defending against a Claim related to an Indemnifiable
Event in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify Indemnitee for
the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a
defense or that Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.
(v) Resolution
of Claims. The Company acknowledges that a settlement or other disposition short of final judgment may be successful on the merits
or otherwise for purposes of Section 9.1(a)(i) if it permits a party to avoid expense, delay, distraction, disruption and uncertainty.
In the event that any Claim relating to an Indemnifiable Event to which Indemnitee is a party is resolved in any manner other than by
adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with our without payment
of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise for purposes of Section
9.1(a)(i). The Company shall have the burden of proof to overcome this presumption.
10. Exclusions
from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to:
(a) indemnify
or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by Indemnitee, including any proceedings against
the Company or its directors, officers, employees or other indemnitees and not by way of defense, except:
(i) proceedings
referenced in Section 5 above (unless a court of competent jurisdiction determines that each of the material assertions made by Indemnitee
in such proceeding was not made in good faith or was frivolous); or
(ii) where
the Company has joined in or the Board has consented to the initiation of such proceedings.
(b) indemnify
Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law.
(c) indemnify
Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation of
Section 16(b) of the Exchange Act, or any similar successor statute.
(d) indemnify
or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based
compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company,
as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the Sarbanes-Oxley Act of 2002
in connection with an accounting restatement of the Company or under any clawback provisions adopted under Rule 10D-1 under the Exchange
Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or the payment to the Company of profits
arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act).
11. Settlement
of Claims. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened
or pending Claim related to an Indemnifiable Event effected without the Company’s prior written consent, which shall not be unreasonably
withheld; provided, however, that if a Change in Control has occurred, the Company shall be liable for indemnification of Indemnitee for
amounts paid in settlement if an Independent Counsel has approved the settlement. The Company shall not settle any Claim related to an
Indemnifiable Event in any manner that would impose any Losses on Indemnitee without Indemnitee’s prior written consent.
12. Duration.
All agreements and obligations of the Company contained herein shall continue during the period that Indemnitee is a director or officer
of the Company (or is serving at the request of the Company as a director, officer, employee, member, trustee or agent of another Enterprise)
and shall continue thereafter (i) so long as Indemnitee may be subject to any possible Claim relating to an Indemnifiable Event (including
any rights of appeal thereto) and (ii) throughout the pendency of any proceeding (including any rights of appeal thereto) commenced by
Indemnitee to enforce or interpret his or her rights under this Agreement, even if, in either case, he or she may have ceased to serve
in such capacity at the time of any such Claim or proceeding.
13. Non-Exclusivity.
The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Constituent Documents, the General
Corporation Law of the State of Delaware, any other contract or otherwise (collectively, “Other Indemnity Provisions”);
provided, however, that (a) to the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity
Provision, Indemnitee will be deemed to have such greater right hereunder and (b) to the extent that any change is made to any Other Indemnity
Provision which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee
will be deemed to have such greater right hereunder.
14. Liability
Insurance. The Company may (taking into account the scope and amount of coverage available relative to the cost thereof) procure and
continue to maintain in effect policies of directors’ and officers’ liability insurance. In all policies of directors’
and officers’ liability insurance maintained by the Company, Indemnitee shall be named as an insured in such a manner as to provide
Indemnitee the same rights and benefits as are provided to the most favorably insured of the Company’s directors, if Indemnitee
is a director, or of the Company’s officers, if Indemnitee is an officer (and not a director) by such policy. Upon request, the
Company will provide to Indemnitee copies of all directors’ and officers’ liability insurance applications, binders, policies,
declarations, endorsements and other related materials.
15. No
Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any
Losses to the extent Indemnitee has otherwise received payment under any insurance policy, the Constituent Documents, Other Indemnity
Provisions or otherwise of the amounts otherwise indemnifiable by the Company hereunder.
16. Subrogation.
In the event of payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee. Indemnitee shall execute all papers required and shall do everything that may be necessary to secure
such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.
17. Entire
Agreement; Amendments. This Agreement supersedes all prior agreements and understandings between the parties, oral or written with
respect to the subject matter of this Agreement. No supplement, modification or amendment of this Agreement shall be binding unless executed
in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be binding unless in the form of
a writing signed by the party against whom enforcement of the waiver is sought, and no such waiver shall operate as a waiver of any other
provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein,
no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.
18. Binding
Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective
successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of
the business and/or assets of the Company), assigns, spouses, heirs and personal and legal representatives. The Company shall require
and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial
part of the business and/or assets of the Company, by written agreement in form and substances satisfactory to Indemnitee, expressly to
assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if
no such succession had taken place.
19. Severability.
The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any portion thereof) are
held by a court of competent jurisdiction to be invalid, illegal, void or otherwise unenforceable, and the remaining provisions shall
remain enforceable to the fullest extent permitted by law. Upon such determination that any term or other provision is invalid, illegal
or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally
contemplated to the greatest extent possible.
20. Notices.
All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered
by hand, against receipt, or mailed, by postage prepaid, certified or registered mail:
(a) if to Indemnitee, to the address set forth on the signature page hereto.
(b) if to the Company, to:
Mega Matrix
Corp.
3000 El Camino
Real,
Bldg. 4, Suite
200, Palo Alto, CA 94306
Attn: Chief
Executive Officer
Notice of change of address
shall be effective only when given in accordance with this Section. All notices complying with this Section shall be deemed to have been
received on the date of hand delivery or on the third business day after mailing.
21. Governing
Law and Forum. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware
applicable to contracts made and to be performed in such state without giving effect to its principles of conflicts of laws. The Company
and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this
Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States, (b) consent to
submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with
this Agreement and (c) waive, and agree not to plead or make, any claim that the Delaware Court lacks venue or that any such action or
proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.
22. Headings.
The headings of the sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute
part of this Agreement or to affect the construction or interpretation thereof.
23. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original, but all
of which together shall constitute one and the same Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date first above written.
|
Mega Matrix Corp. |
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|
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By: |
|
|
Name: |
Yucheng Hu |
|
Title: |
Chief Executive Officer |
|
|
|
Indemnitee |
|
|
|
By: |
|
|
Name: |
|
|
Address: |
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|
12
v3.24.1.1.u2
Cover
|
May 10, 2024 |
Cover [Abstract] |
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Document Type |
8-K
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Amendment Flag |
false
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Document Period End Date |
May 10, 2024
|
Entity File Number |
001-13387
|
Entity Registrant Name |
MEGA MATRIX CORP.
|
Entity Central Index Key |
0001036848
|
Entity Tax Identification Number |
94-3263974
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
3000 El Camino Real
|
Entity Address, Address Line Two |
Bldg.
4
|
Entity Address, Address Line Three |
Suite 200
|
Entity Address, City or Town |
Palo
Alto
|
Entity Address, State or Province |
CA
|
Entity Address, Postal Zip Code |
94306
|
City Area Code |
650
|
Local Phone Number |
340-1888
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Written Communications |
false
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Soliciting Material |
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Pre-commencement Tender Offer |
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Pre-commencement Issuer Tender Offer |
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|
Title of 12(b) Security |
Common Stock, $0.001 par value
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Trading Symbol |
MPU
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Security Exchange Name |
NYSE
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Entity Emerging Growth Company |
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Mega Matrix (AMEX:MTMT)
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