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): September 16, 2022
MEGA MATRIX CORP.
(Exact name of registrant as specified in our 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)
N/A
(Former name or former address, if changed since last report)
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(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | MTMT | 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 set forth under Item 5.02 below is incorporated by reference into this Item 1.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On September 16, 2022, the Board of Directors (the “Board”) of Mega Matrix Corp. (the “Company”) received the resignation of Ms. Florence Ng as Chief Operating Officer and director, effective as of September 30, 2022, in connection with a termination agreement dated September 16, 2022 (the “Termination Agreement”) entered into by the Company with Ms. Ng. Pursuant to the terms of the Termination Agreement, the Company and Ms. Ng mutually agreed to terminate Ms. Ng’s employment agreement dated October 1, 2021 with the Company, as amended on November 1, 2021 and March 25, 2022 (the “Employment Agreement”) and Ms. Ng will resign from her positions with the Company, including as Chief Operating Officer and director, to be effective as of September 30, 2022. Ms. Ng also agreed to a release of any and all claims against the Company, its subsidiaries, affiliates and related parties which in any way relate to Ms. Ng’s employment and association with the Company in exchange for a release of any and all claims by the Company in favor of Ms. Ng. Ms. Ng’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.
On September 16, 2022, the Company entered into a consulting agreement with Ms. Ng (the “Ng Consulting Agreement”) for a term of two years beginning on October 1, 2022 and ending on September 30, 2024. Under the Ng Consulting Agreement, Ms. Ng will receive monthly payments in the amount of $13,750 in connection with certain consulting services to be provided by Ms. Ng to the Company. In addition, on September 16, 2022, the Company entered into a consulting agreement (the “FNC Consulting Agreement”) with FNC Advisory Limited (“FNC”), of which Ms. Ng is its director, for a term of one year ending on September 30, 2023. Under the FNC Consulting Agreement, FNC will provide the Company certain consulting services as set forth in the FNC Consulting Agreement for a fixed fee of $142,800, which shall be paid in full by the Company to FNC on October 3, 2022.
The foregoing summary of the terms of the Termination Agreement, the Ng Consulting Agreement, and the FNC Consulting Agreement do not purport to be complete and are subject to, and are qualified in their entirety by reference to the full text of the Termination Agreement, the Ng Consulting Agreement, and the FNC Consulting Agreement, which are filed as Exhibits 10.1, 10.2 and 10.3 respectively to this Current Report on Form 8-K and incorporated by reference in this Item 5.02.
(c) On September 16, 2022, the Board appointed the Company’s current financial manager, Mr. Yunheng (Brad) Zhang, as Chief Operating Officer of the Company, to be effective as of October 1, 2022. Mr. Zhang will continue to receive his existing annual salary of $90,000 in connection with his appointment as Chief Operating Officer.
Yunheng (Brad) Zhang, age 30. Mr. Zhang served as the financial manager of the Company from October 2021 to September 2022. Prior to joining the Company, Mr. Zhang was a product manager with Nengfan Technology Co. from 2020 to 2021. Mr. Zhang also served as the financial accountant of Midea Australia, an appliance company, from December 2018 to November 2019. Mr. Zhang received his master’s degree in professional accounting from Monash University in Australia in 2018 and received his bachelor’s degree in product quality engineering from Xinhua University.
(d) In addition, on September 16, 2022, to fill the vacancy created by Ms. Ng’s resignation, the Board elected Mr. Zhang to the Board, to be effective as of October 1, 2022. Mr. Zhang will be appointed as a member of the Company’s Executive Committee. Mr. Zhang will not receive any compensation for his service as a director.
There are no arrangements or understandings with any other person pursuant to which Mr. Zhang was appointed as a director or Chief Operating Officer of the Company. There are also no family relationships between Mr. Zhang and any of the Company’s directors or executive officers. Except as disclosed in this Current Report on Form 8-K, Mr. Zhang has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|
Exhibit No. |
Description | |
| 10.1 | Termination Agreement by and between Mega Matrix Corp. and Florence Ng, dated September 16, 2022 | |
| 10.2 | Consulting Agreement by and between Mega Matrix Corp. and Florence Ng, dated September 16, 2022 | |
| 10.3 | Consulting Agreement by and between Mega Matrix Corp. and FNC Advisory Limited, dated September 16, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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. | ||
| By: | /s/ Yucheng Hu | |
| Yucheng Hu | ||
|
Chief Executive Officer | ||
| Dated: September 21, 2022 | ||
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Exhibit 10.1
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT, dated as of September 16, 2022, is by and between Mega Matrix Corp. (formerly AeroCentury Corp.) a Delaware Corporation (the “Company”), and Florence Ng (the “Employee”).
WHEREAS
| (A) | On October 1, 2021, the Company and the Employee entered into an employment agreement (the “Employment Agreement”), pursuant to which the Employee was appointed as an executive director and general counsel. |
| (B) | On October 1, 2021, Yucheng Hu has issued an undertaking, pursuant to which, as the CEO of the Company, undertook to procure the Company to pay for rent expense of Florence Ng, for a period of three (3) years from October 1, 2021 (the “Undertaking”). |
| (C) | On November 1, 2021, the Company and the Employee entered into an amendment to the Employment Agreement (“Amendment”), pursuant to which the Employee amended her title and responsibility from “General Counsel” to “VP of Operations and Business Development”. |
| (D) | On March 25, 2022, the Company and the Employee entered into a second amendment to the Employment Agreement (“Second Amendment”), pursuant to which the Employee amended her title and responsibility from “VP of Operations and Business Development” to “Chief Operating Officer.” |
NOW THEREFORE, in consideration of the premises set forth above and intending to be legally bound hereby, the parties hereto agree as follows:
| 1. | TERMINATION |
The Company and Employee hereby mutually agree to terminate the Employment Agreement, the Amendment, the Second Amendment and Undertaking on September 30, 2022 (the “Effective Date”), except for Section 3 of the Employment Agreement, which will remain in effect. All the terms and provisions in the Undertaking, Employment Agreement, Amendment and the Second Amendment, except for Section 3 of the Employment Agreement, shall become ineffective on the Effective Date. The Employee shall provide a resignation letter to the Company to be effective on September 30, 2022 that she shall resign as executive director and chief operating officer of the Company. From the Effective Date, the Company shall have no liability to pay salary to the Employee under the Employment Agreement or rent under the Undertaking, and the Employee shall have no liability to perform the duties under the Employment Agreement.
| 2. | GENERAL |
2.1 In consideration of the release provided by the Company in section 2.2, Employee, on her own behalf and on behalf of her heirs, family members, executors, agents, and assigns, hereby and forever knowingly and voluntarily releases, waives and discharges, to the fullest extent permitted by law, each and all of the Company, all of its respective direct and indirect subsidiaries and affiliates (including, without limitation, Mega Matrix Corp. and Metaverse Corp.), and with respect to each and all of the foregoing (including, but not limited to, the Company), its and their respective current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations or entities and assigns (collectively, the “Releasees”), individually and in their representative capacities, from any and all actions, agreements, claims, complaints, damages, expenses (including attorney’s fees and costs), judgments, liabilities, losses, obligations, promises, rights or suits of any kind whatsoever, in law, equity or otherwise, in any jurisdiction, whether known or unknown, suspected or claimed, specifically mentioned herein or not, which Employee had, has or may have against each and all of the Releasees by reason of any actual or alleged act, event, occurrence, omission, practice or other matter whatsoever from the beginning of time up to and including the date that you sign this Termination Agreement (collectively, “Claims”), including but not limited to Claims arising out of or in any way relating to:
| (i) | conduct occurring on or before the date Employee signs this Termination Agreement, including without limitation any claims incidental to or arising out of Employee’s employment with the Company or the termination thereof and any claims with respect to salary, bonuses, severance or termination payments (including any rights under the Employment Agreement, as amended, the Undertaking, or any severance plan of the Company); |
| (ii) | her employment with the Company, including, without limitation: wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; or |
| (iii) | any federal, state or local law, ordinance or regulation including, but not limited to, the following (each as amended, if applicable): Americans with Disabilities Act; Civil Rights Acts of 1866 and 1991; Age Discrimination in Employment Act, 29 U.S.C. Section 621 et seq., as amended by the Older Worker’s Benefit Protection Act of 1990 or any other federal or state law relating to discrimination in employment based upon age; Employee Retirement Income Security Act of 1974 (except as to vested benefits under any 401(k) savings retirement plan and welfare plans); Equal Pay Act; Family and Medical Leave Act of 1993; National Labor Relations Act; Title VII of the Civil Rights Act of 1964; Sarbanes-Oxley Act of 2002; Dodd-Frank Wall Street Reform and Protection Act; California Fair Employment and Housing Act; California Family Rights Act; California Equal Pay Law; any other provision of the California Civil, Government, or Labor Code; San Francisco Anti-Discrimination ordinances; any federal or state constitutions; and any other law, ordinance or regulation regarding discrimination, harassment, retaliation, whistleblowing or terms or conditions of employment. |
Employee agrees that the release set forth above (the “Employee Release”) shall be and remain in effect in all respects as a complete general release as to the matters released, and that no breach of this Termination Agreement shall be cause to set it aside or to revive any of the Claims being released herein. Employee agrees that she has entered into this Termination Agreement as a compromise and in full and final settlement of all Claims, if any, that she had, have or may have against each and all of the Releasees, and Employee further agrees that any and all existing or potential issues that Employee had, has or may have arising out of or related to her employment with the Company are hereby fully resolved. Employee also agrees that, although she may hereafter discover Claims presently unknown or unsuspected, or new or additional facts from those which she now knows or believes to be true, Employee intends to provide a complete waiver of all Claims based on any facts and circumstances, whether known or unknown, up to and including the date that Employee signs this Termination Agreement. Employee further agrees that all of her rights under Section 1542 of the Civil Code of the State of California are hereby waived. Section 1542 provides as follows:
A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
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Notwithstanding anything to the contrary, the Employee Release does not extend to, and Claims released hereunder shall not include: (i) any rights or claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; (ii) any rights or claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company; (iii) any rights or claims for indemnification Employee may have pursuant to any written indemnification agreement with the Company to which Employee is a party, the charter, bylaws, or operating agreements of the Company, applicable law, or applicable directors and officers liability insurance; (iv) any Claims that cannot be released as a matter of law, including any right to receive a whistleblower-type award for information provided to any governmental agencies or, if applicable, self-regulatory organizations; (v) any rights or claims under the Consulting Agreement between the Company and Employee effective October 1, 2022; and (vi) any rights or claims under the Consulting Agreement between the Company and FNC Advisory Limited effective October 1, 2022.
Employee represents that she has not assigned or transferred her rights with respect to any Claims and that she has not filed, directly or indirectly any legal action or proceeding against any of the Releasees regarding any Claims. If Employee commences or participates in any action or proceeding (including as a member of a class of persons) regarding any Claims, this Agreement shall be a complete defense in such action or proceeding and, to the maximum extent permitted by law, Employee agrees (on behalf of herself and her heirs, administrators, executors, representatives, successors and assigns) that Employee will have no right to, and hereby waives any right to, obtain or receive any damages, settlement or personal relief of any kind (including attorneys’ fees and costs) as a result of such action or proceeding. For the avoidance of doubt, nothing in this Agreement shall preclude Employee from filing any charges with, giving information to, or fully participating in, any claim, hearing or investigation before any state or federal agency, including but not limited to, the Equal Employment Opportunity Commission, the U.S. Securities and Exchange Commission, the National Labor Relations Board or any other state or federal regulatory agency; provided, however, that Employee will have no right to, and hereby waives any right to, obtain or receive, any damages, settlement or personal relief of any kind (including attorneys’ fees and costs) as a result of such action or proceeding.
2.2 In consideration of the Employee Release, the Company hereby and forever knowingly and voluntarily releases, waives and discharges, to the fullest extent permitted by law Employee from any and all actions, agreements, claims, complaints, damages, expenses (including attorney’s fees and costs), judgments, liabilities, losses, obligations, promises, rights or suits of any kind whatsoever, in law, equity or otherwise, in any jurisdiction, whether known or unknown, suspected or claimed, specifically mentioned herein or not, which Company had, has or may have against Employee by reason of any actual or alleged act, event, occurrence, omission, practice or other matter whatsoever from the beginning of time up to and including the date that Employee signs this Termination Agreement (collectively, “Company Claims”).
Notwithstanding anything to the contrary in section 2.2, the Company’s Release does not extend to, and Company Claims released hereunder shall not include: (i) any rights, claims or defenses relating to enforcing the terms of this Agreement; (ii) any rights, claims or defenses of the Company or its subsidiaries or affiliates relating to claims by Employee that are not released under the Employee Release; (iii) any Claims that cannot be released as a matter of law; (iv) any rights with respect to confidentiality and intellectual property, whether pursuant to the Employment Agreement, applicable law or otherwise (and, for the avoidance of doubt, Employee’s obligations to the Company and its affiliates with respect to confidentiality and intellectual property are not included within Company Claims released hereunder and instead survive the termination of Employee’s employment and the release of Company Claims hereunder); (v) any indemnification or contribution rights the Company may have, if any, in accordance with any agreement with the Employee or applicable law; (vi) any rights or claims under the Consulting Agreement between the Company and Employee, dated September 16, 2022; and (vii) any rights or claims under the Consulting Agreement between the Company and FNC Advisory Limited, dated September 16, 2022.
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2.3 Employee acknowledges that she was given a copy of this Termination Agreement on September 7, 2022. Employee is advised to and has had an opportunity to consult an attorney before signing the Termination Agreement and was given a period of at least twenty-one (21) days, or until September 28, 2022, to consider whether or not to enter into this Termination Agreement.
2.4 Employee understands that she has seven (7) days to revoke this Termination Agreement after she signs it. This Agreement will not become effective or enforceable until seven (7) days after the Company has received Employee’s signed copy of this Termination Agreement and subject to the expiration of the revocation period without revocation by Employee. This Termination Agreement will be fully irrevocable following the expiration of the revocation period. For the avoidance of doubt, this Termination Agreement (including, but not limited to, Section 2.2 hereof) will be null and void if it is timely revoked by Employee.
2.5 Following the Effective Date, Employee shall continue to be subject to all of the restrictions, obligations, terms and conditions set forth in Section 3 of the Employment Agreement, entitled “Confidential Information;” provided, however, and for the avoidance of doubt, nothing in this Termination Agreement or in Section 3 of the Employment Agreement shall preclude Employee from (i) filing any charges with, giving information to, or fully participating in, any claim, hearing or investigation before any state or federal agency, including but not limited to, the Equal Employment Opportunity Commission, the U.S. Securities and Exchange Commission, the National Labor Relations Board or any other state or federal regulatory agency, (ii) reporting possible unlawful conduct to governmental agencies or entities or, if applicable, self-regulatory organizations or otherwise cooperating or communicating with any such agencies, entities or organizations that may be investigating possible unlawful conduct (including providing documents or other information to such agencies, entities or organizations, without notice to the Company), or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to such governmental agency or entity, or (iii) responding truthfully and accurately, if required by legal process, and provided that, to the extent permitted by law, you give written notice to the Company at least three (3) business days prior to the date a response is due and cooperate if any of the Released Parties elects to contest such legal process, or as otherwise required by law.
2.6 This Termination Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. Facsimile and .pdf copies of signature pages shall be acceptable in the absence of original signature pages.
2.7 This Termination Agreement contains the entire agreement of the parties. There are no promises, terms, conditions, or obligations other than those contained in this Termination Agreement. All negotiations, understandings, conversations, and communications are merged into this Termination Agreement and have no force and effect other than as expressed in the text of this Termination Agreement.
2.8 No alterations, modifications, supplements, changes, amendments, waivers, or termination of this Termination Agreement shall be valid unless in writing and executed by all of the parties. No waiver of any of the provisions of this Termination Agreement shall constitute a waiver of any other provisions. No waiver shall be binding unless it is specific and executed in writing by the party making the waiver. Each party warrants that it has not relied on any promises or representations outside of this Termination Agreement.
2.9 This Agreement shall be governed by and construed and enforced in accordance with the laws of California without giving effect to the principles of conflicts of laws.
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IN WITNESS WHEREOF, this Agreement has been executed by the parties on the day and year first above written.
| The Company: | |
| Mega Matrix Corp. | |
| /s/ Yucheng Hu | |
| Yucheng Hu, CEO | |
| Date: September 16, 2022 |
| Employee: | |
| Florence Ng | |
| /s/ Florence Ng | |
| Florence Ng | |
| Date: September 16, 2022 |
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Exhibit 10.2
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT, dated September 16, 2022, is by and between Mega Matrix Corp., a Delaware Corporation (the “Company”) and Florence Ng (the “Consultant”).
WHEREAS the Company desires to procure consulting services from the Consultant, and the Consultant desire to provide consulting services to the Company.
NOW THEREFORE, in consideration of the premises set forth above and intending to be legally bound hereby, the parties hereto agree as follows:
| 1. | CONSULTING SERVICES AND COMPENSATION |
The Company agrees to procure, and the Consultant agrees to provide to the Company consulting services, with particulars as set out below.
| 1.1 | Term 1 – From October 1, 2022, to September 30, 2023 (“Term 1”): |
The consulting services and compensation during Term 1:
| (i) | Consulting services – scope of works: |
| (a) | Advisory of fund-raising and financing, investment structure, review financing and investment documents, |
| (b) | Advisory services regarding business operation, business strategy, and business development, |
| (c) | Advisory services regarding investor/public relation, marketing and promotional campaigns, and |
| (d) | Handling of legal and compliance matters as required from time to time. |
| (ii) | The compensation during Term 1 shall be a fixed fee of US$13,750 per month payable by the Company to the Consultant. The first monthly payment is due October 3, 2022 and all remaining monthly payments will be due the first business day of each month during Term 1. In the event the scope of works under this Agreement shall be modified or reduced during Term 1, the compensation set out in this clause 1.1(ii) shall remain unchanged for the duration of Term 1. |
| 1.2 | Term 2 – From October 1, 2023, to September 30, 2024 (“Term 2”) |
The consulting services and compensation during Term 2:
| (i) | Consulting services – scope of works: |
| (a) | Advisory of fund-raising and financing, investment structure, review financing and investment documents, |
| (b) | Advisory services regarding business operation, business strategy, and business development, |
| (c) | Advisory services regarding investor/public relation, marketing and promotional campaigns, and |
| (d) | Handling of legal and compliance matters as required from time to time. |
| (ii) | The compensation during Term 2 shall be a fixed fee of US$13,750 per month, of which is payable by the Company to the Consultant in the first business day of each month during Term 2. In the event the scope of works under this Agreement shall be modified or reduced during Term 2, the compensation set out in this clause 1.2(ii) shall remain unchanged for the duration of Term 2. |
| 2. | GENERAL |
| 2.1 | Time is of essence in this Agreement. |
| 2.2 | No failure of a party to exercise, and no delay or forbearance in exercising, any right or remedy in respect of any provision of this Agreement shall operate as a waiver of such right or remedy. |
| 2.3 | If any provision or part of a provision of this Agreement shall be, or be found to be invalid or unenforceable, such invalidity or enforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect. |
| 2.4 | Any variations and supplements to this Agreement shall be made in writing and shall be effective after the execution by all parties. |
| 2.5 | Consultant will be performing consulting services as an independent contractor during Term 1 and Term 2, and not as an employee or officer of the Company. Consultant acknowledges that she does not have the authority to bind the Company or its affiliates to any contract, lease, or agreement in any form. Consultant also agrees that she will inform any entity or individual who wishes to enter into any contract or other binding agreement with the Company that she does not have the authority to execute documents or bind the Company or its affiliates without specific written authorization. The consulting services shall not be deemed to constitute a partnership or joint venture between the Company and Consultant. Consultant will be responsible for all taxes and non-reimbursable expenses attributable to the rendition of her consulting services. |
| 2.6 | During the course of Consultant’s prior employment with the Company, Consultant has learned and, during the consulting period, will continue to learn of Confidential Information (as defined below), and has developed and will continue to develop Confidential Information on behalf of the Company and its affiliates. Consultant agrees that she will not use or disclose to any third party (except as required by applicable law) any Confidential Information obtained by Consultant incident to her employment or any other association with the Company or any of its affiliates (including without limitation as a consultant during Term 1 and Term 2). Consultant agrees that this restriction will continue to apply after the expiration or termination of this Consulting Agreement, regardless of the reason for such termination. For the avoidance of doubt, nothing in this Consulting Agreement shall preclude Consultant from (i) filing any charges with, giving information to, or fully participating in, any claim, hearing or investigation before any state or federal agency, including but not limited to U.S. Securities and Exchange Commission or any other state or federal regulatory agency, (ii) reporting possible unlawful conduct to governmental agencies or entities or, if applicable, self-regulatory organizations or otherwise cooperating or communicating with any such agencies, entities or organizations that may be investigating possible unlawful conduct (including providing documents or other information to such agencies, entities or organizations, without notice to the Company), or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to such governmental agency or entity or (iii) responding truthfully and accurately, if required by legal process, and provided that, to the extent permitted by law, you give written notice to the Company at least three (3) business days prior to the date a response is due and cooperate if the Company elects to contest such legal process, or as otherwise required by law. |
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All documents, records and files, in any media of whatever kind and description, relating to the business, present or otherwise, of the Company or its affiliates, and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by Consultant, shall be the sole and exclusive property of the Company. Consultant agrees to safeguard all Documents and to surrender to the Company, at the time the Consulting Agreement terminates or at such earlier time as the Company may specify, all Documents then in Consultant’s possession or control. Consultant also agrees to disclose to the Company, at the time Consultant’s service as a consultant terminates or at such earlier time as the Company may specify, all passwords necessary or desirable to obtain access to, or that would assist in obtaining access to, any information which Consultant has password-protected on any computer equipment, network or system of the Company or its affiliates.
For purposes of this Agreement, “Confidential Information” means any and all information of the Company and its affiliates that is not generally available to the public. Confidential Information also includes any information received by the Company or its affiliates from any third party with any understanding, express or implied, that it will not be disclosed. Confidential Information does not include information: (i) that enters the public domain, other than through the Consultant’s breach of her obligations under this Agreement or any other agreement between Consultant and the Company or its affiliates; (ii) of which Consultant was in possession on a non-confidential basis prior to disclosure during employment; (iii) that is rightfully received on a non-confidential basis from a third party that is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation to the Company; (iv) that has been approved for release by authorization of the Company; or (v) that Consultant can demonstrate is independently developed by the Consultant without reference to Confidential Information.
| 2.7 | This Consulting Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. Facsimile and .pdf copies of signature pages shall be acceptable in the absence of original signature pages. |
| 2.8 | This Consulting Agreement contains the entire agreement of the Parties regarding the subject matter hereof. There are no promises, terms, conditions, or obligations other than those contained in this Consulting Agreement. All negotiations, understandings, conversations, and communications regarding the subject matter hereof are merged into this Consulting Agreement and have no force and effect other than as expressed in the text of this Consulting Agreement. |
| 2.9 | Each Party warrants that, in signing this Consulting Agreement, it has not relied on any promises or representations outside of this Consulting Agreement. |
| 2.10 | This Consulting Agreement will not become effective or enforceable until seven (7) days after the Company has received a fully executed copy of the Termination Agreement between the Company and the Consultant and subject to the expiration of the revocation period without revocation of the Termination Agreement by Consultant. For the avoidance of doubt, this Consulting Agreement will be null and void if Consultant timely revokes the Termination Agreement. |
| 2.11 | This Agreement shall be governed by and construed and enforced in accordance with the laws of California without giving effect to the principles of conflicts of laws. |
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IN WITNESS WHEREOF, this Agreement has been executed by the Parties on the day and year first above written.
| The Company: | |
| Mega Matrix Corp. | |
| /s/ Yucheng Hu | |
| Yucheng Hu, CEO | |
| Date: September 16, 2022 |
| Consultant: | |
| Florence Ng | |
| /s/ Florence Ng | |
| Florence Ng | |
| Date: September 16, 2022 |
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Exhibit 10.3
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT, dated September 16, 2022, is by and between Mega Matrix Corp., a Delaware Corporation (the “Company”) and FNC Advisory Limited (the “Consultant”).
WHEREAS the Company desires to procure consulting services from the Consultant, and the Consultant desire to provide consulting services to the Company.
NOW THEREFORE, in consideration of the premises set forth above and intending to be legally bound hereby, the parties hereto agree as follows:
| 1. | CONSULTING SERVICES |
| 1.1 | The Consultant had provided, and shall continue to provide consulting services to the Company until September 30, 2023. The consulting services include but not limited to: |
| (i) | Advisory of fund-raising and financing, |
| (ii) | relationship building with investment banks and investors, and |
| (iii) | advisory service regarding business operation, business strategy, and business development. |
| 2. | CONSULTING FEES |
| 2.1 | The consulting fees shall be a fixed fee, in the amount of US$142,800 (the “Consulting Fee”), of which the Company shall pay to the Consultant on October 3, 2022 (the “Payment Date”). The Company irrevocably undertake to pay the Consultant the Consulting Fee on the Payment Date. |
| 3. | GENERAL |
| 3.1 | Time is of essence in this Agreement. |
| 3.2 | No failure of a Party to exercise, and no delay or forbearance in exercising, any right or remedy in respect of any provision of this Agreement shall operate as a waiver of such right or remedy. |
| 3.3 | If any provision or part of a provision of this Agreement shall be, or be found to be invalid or unenforceable, such invalidity or enforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect. |
| 3.4 | Any variations and supplements to this Agreement shall be made in writing and shall be effective after the execution by all Parties. |
| 3.5 | Consultant will be performing consulting services as an independent contractor during Term 1 and Term 2, and not as an employee or officer of the Company. Consultant acknowledges that it does not have the authority to bind the Company or its affiliates to any contract, lease, or agreement in any form. Consultant also agrees that it will inform any entity or individual who wishes to enter into any contract or other binding agreement with the Company that she does not have the authority to execute documents or bind the Company or its affiliates without specific written authorization. The consulting services shall not be deemed to constitute a partnership or joint venture between the Company and Consultant. Consultant will be responsible for all taxes and non-reimbursable expenses attributable to the rendition of her consulting services. |
| 3.6 | During the consulting period, Consultant will learn of Confidential Information (as defined below), and will develop Confidential Information on behalf of the Company and its affiliates. Consultant agrees that it will not use or disclose to any third party (except as required by applicable law) any Confidential Information obtained by Consultant incident to her employment or any other association with the Company or any of its affiliates (including without limitation as a consultant during Term 1 and Term 2). Consultant agrees that this restriction will continue to apply after the expiration or termination of this Consulting Agreement, regardless of the reason for such termination. For the avoidance of doubt, nothing in this Consulting Agreement shall preclude Consultant from (i) filing any charges with, giving information to, or fully participating in, any claim, hearing or investigation before any state or federal agency, including but not limited to U.S. Securities and Exchange Commission or any other state or federal regulatory agency, (ii) reporting possible unlawful conduct to governmental agencies or entities or, if applicable, self-regulatory organizations or otherwise cooperating or communicating with any such agencies, entities or organizations that may be investigating possible unlawful conduct (including providing documents or other information to such agencies, entities or organizations, without notice to the Company), or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to such governmental agency or entity or (iii) responding truthfully and accurately, if required by legal process, and provided that, to the extent permitted by law, you give written notice to the Company at least three (3) business days prior to the date a response is due and cooperate if the Company elects to contest such legal process, or as otherwise required by law. |
All documents, records and files, in any media of whatever kind and description, relating to the business, present or otherwise, of the Company or its affiliates, and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by Consultant, shall be the sole and exclusive property of the Company. Consultant agrees to safeguard all Documents and to surrender to the Company, at the time the Consulting Agreement terminates or at such earlier time as the Company may specify, all Documents then in Consultant’s possession or control. Consultant also agrees to disclose to the Company, at the time Consultant’s service as a consultant terminates or at such earlier time as the Company may specify, all passwords necessary or desirable to obtain access to, or that would assist in obtaining access to, any information which Consultant has password-protected on any computer equipment, network or system of the Company or its affiliates.
For purposes of this Agreement, “Confidential Information” means any and all information of the Company and its affiliates that is not generally available to the public. Confidential Information also includes any information received by the Company or its affiliates from any third party with any understanding, express or implied, that it will not be disclosed. Confidential Information does not include information: (i) that enters the public domain, other than through the Consultant’s breach of her obligations under this Agreement or any other agreement between Consultant and the Company or its affiliates; (ii) of which Consultant was in possession on a non-confidential basis prior to disclosure during employment; (iii) that is rightfully received on a non-confidential basis from a third party that is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation to the Company; (iv) that has been approved for release by authorization of the Company; or (v) that Consultant can demonstrate is independently developed by the Consultant without reference to Confidential Information.
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| 3.7 | This Consulting Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. Facsimile and .pdf copies of signature pages shall be acceptable in the absence of original signature pages. |
| 3.8 | This Consulting Agreement contains the entire agreement of the Parties regarding the subject matter hereof. There are no promises, terms, conditions, or obligations other than those contained in this Consulting Agreement. All negotiations, understandings, conversations, and communications regarding the subject matter hereof are merged into this Consulting Agreement and have no force and effect other than as expressed in the text of this Consulting Agreement. |
| 3.9 | Each Party warrants that, in signing this Consulting Agreement, it has not relied on any promises or representations outside of this Consulting Agreement.. |
| 3.10 | This Consulting Agreement will not become effective or enforceable until seven (7) days after the Company has received a fully executed copy of the Termination Agreement between the Company and the Consultant and subject to the expiration of the revocation period without revocation of the Termination Agreement by Consultant. For the avoidance of doubt, this Consulting Agreement will be null and void if Consultant timely revokes the Termination Agreement. |
| 3.11 | This Agreement shall be governed by and construed and enforced in accordance with the laws of California without giving effect to the principles of conflicts of laws. |
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IN WITNESS WHEREOF, this Agreement has been executed by the Parties on the day and year first above written.
| The Company: | |
| Mega Matrix Corp. | ) |
| ) | |
| ) /s/ Yucheng Hu | |
| Yucheng Hu, CEO | |
| Date: September 16, 2022 |
| Consultant: | |
| FNC Advisory Limited | |
| ) | |
| ) | |
| ) /s/ Florence Ng | |
| Florence Ng, Director | |
| Date: September 16, 2022 |
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