Form 8-K - Current report

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): August 15, 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 disclosure in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed, on January 7, 2024, Mega Matrix Corp. (the “Company”) acquired sixty percent (60%) of the capital stock of FunVerse Holding Limited (“FunVerse”), a company incorporated under the laws of the British Virgin Islands and the sole parent company of Yuder Pte, Ltd., a company that operates FlexTV, a streaming platform specializing in short dramas.

On August 15, 2024 (“Closing Date”), the Company entered into and closed a definitive Share Exchange Agreement (“Exchange Agreement”) with FunVerse and the remaining shareholders of FunVerse (collectively, “Sellers”) to acquire the remaining forty percent (40%) of FunVerse. Under the Exchange Agreement, Sellers exchanged all of their 34,250,000 FunVerse’s shares, which represents forty percent (40%) of the issued and outstanding shares of FunVerse, for (i) 1,500,000 shares of common stock of the Company, par value $0.001 (“Exchange Shares”), plus (ii) earnout payments consisting of an additional 500,000 of shares of common stock of the Company, par value $0.001 (“Earnout Shares”) if the FlexTV platform achieves user recharges exceeding $10,000,000 in any consecutive 30-day period.

In connection with the Exchange Agreement, the Company agreed to file a registration statement on Form S-3, or other appropriate form in the event that Form S-3 is not available, with the Securities and Exchange Committee covering the resale of the Registrable Securities (as defined in the Exchange Agreement) within thirty (30) days following the Closing Date and to use commercially reasonable efforts to cause such registration statement to become effective as promptly as practicable thereafter, but in no event later than six (6) months following the Closing Date.

In addition, if at any time the Company proposes to register any of its common stock, or securities convertible into common stock, whether or not for its own account, other than a registration statement filed on Form S-4, or in connection with any employee stock option or other benefit plan on Form S-8, the Company will be required to give prompt written notice to the Sellers of its intention to effect such a registration and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) business days after the date of notice. The Company shall have the right to withdraw or postpone a registration statement in which eligible holders have elected to exercise piggyback registration rights, and eligible holders are entitled to withdraw their registration requests prior to the planned effective date of such piggyback registration.

Following the closing of the Exchange Agreement, the Company owned one hundred percent (100%) of the capital stock of FunVerse.

The foregoing descriptions of the Exchange Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Exchange Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

Reference is made to the disclosure set forth under Items 1.01 and 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference. The Exchange Shares and Earnout Shares, were issued pursuant to Section 4(a)(2) and/or Regulation S of the Securities Act, as the transactions did not involve a public offering.

Item 7.01 Regulation FD Disclosure.t

On August 16, 2024, the Company issued a press release announcing the entry into the Exchange Agreement and the acquisition of FunVerse. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Share Exchange Agreement dated August 15, 2024
99.1		Press release dated August 16, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 16, 2024

Exhibit 10.1

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION OR APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY OF ANY JURISDICTION, NOR HAS THE SEC OR ANY SUCH STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY PASSED UPON THE MERITS OF THIS OFFERING, NOR IS IT INTENDED THAT THEY WILL. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE SECURITIES OFFERED HEREBY CANNOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO “U.S. PERSONS” (AS SUCH TERM IS DEFINED IN REGULATION S, PROMULGATED UNDER THE SECURITIES ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.

SHARE EXCHANGE AGREEMENT

This Definitive Share Exchange Agreement (this “Agreement”), dated as of August 15, 2024, is entered into among FunVerse Holding Limited (“FunVerse”), a company incorporated under the laws of the British Virgin Islands, the shareholders of FunVerse listed on Exhibit A attached hereto (collectively, the “Sellers”), and Mega Matrix Corp., a Delaware corporation (“MPU”). Collectively, the Sellers, FunVerse, and MPU are the “Parties.”

RECITALS

WHEREAS, the Sellers collectively own 34,250,000 ordinary shares of FunVerse, $0.0001 par value per share (“FunVerse Shares”) and MPU currently owns 51,375,000 FunVerse Shares, which in the aggregate represents all of the issued and outstanding shares of FunVerse;

WHEREAS, the Sellers wish to exchange all 34,250,000 FunVerse Shares owned by them for 1,500,000 shares of common stock of MPU, par value $0.001 (“Common Stock”), in the aggregate, and to be distributed to the Sellers as per Exhibit A at Closing (as defined below) (the “Share Exchange”);

WHEREAS, following the Closing, MPU will own one hundred percent (100%) of the equity of FunVerse;

WHEREAS, FunVerse is the sole shareholder of YUDER PTE. LTD, and YUDER PTE. LTD. operates the FlexTV short drama streaming platform (“FlexTV”); and

WHEREAS, it is intended that, for federal income tax purposes, the Share Exchange shall be tax-free pursuant to Sections 351(a) and 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “Code”).

NOW, THEREFORE, in consideration of the premises and mutual promises herein made, and in consideration of the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I

DEFINITIONS

1.1 Certain Definitions. The following terms shall, when used in this Agreement, have the following meanings:

“Affiliate” means, with respect to any Person: (i) any Person directly or indirectly owning, controlling or holding with power to vote ten percent (10%) or more of the outstanding voting securities of such other Person (other than passive or institutional investors); (ii) any Person, ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; and (iv) any officer, director or partner of such other Person. “Control” for the foregoing purposes shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or voting interests, by contract or otherwise. Notwithstanding the foregoing, with respect to Zoo Capital, “Affiliate” means (A) Zoo Capital Holdings LLC (“Zoo Holdings”); (B) any entity that is directly or indirectly controlled by Zoo Holdings; (C) any entity that more than a majority of its voting securities is directly or indirectly owned by Zoo Holdings, and (D) notwithstanding anything herein to the contrary, that portfolio companies of any investment funds directly and indirectly controlled by Zoo Holdings shall not be deemed as an Affiliate of Zoo Capital.

“Business Day” means any day other than Saturday, Sunday or a day on which banking institutions in New York, New York, United States, Hong Kong, Special Administrative Region of the People’s Republic of China, and the British Virgin Islands are required or authorized to be closed.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Collateral Documents” means the Exhibits and any other documents, instruments and certificates to be executed and delivered by the Parties hereunder or thereunder.

“Commission” means the Securities and Exchange Commission or any Regulatory Authority that succeeds to its functions.

“Common Stock” means the common stock, par value $0.001, of MPU.

“Consent” means any consent, approval, order or authorization of, or any declaration, filing or registration with, or any application or report to, or any waiver by, or any other action (whether similar or dissimilar to any of the foregoing) of, by or with, any Person, which is necessary in order to take a specified action or actions, in a specified manner and/or to achieve a specific result.

“Encumbrance” means any material mortgage, pledge, lien, encumbrance, charge, security interest, security agreement, conditional sale or other title retention agreement, limitation, option, assessment, restrictive agreement, restriction, adverse interest, restriction on transfer or exception to or material defect in title or other ownership interest (including restrictive covenants, leases and licenses).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“Exchange Shares” means 1,500,000 shares of Common Stock exchanged for 34,250,000 FunVerse Shares, which represents approximately forty percent (40%) of the issued and outstanding ordinary shares of FunVerse, subject to adjustment in the event of a stock split, reverse stock split, or similar corporate action affecting the number of outstanding shares prior to the Closing.

“GAAP” means United States generally accepted accounting principles as in effect from time to time.

“Governmental Authority” means any foreign, federal, state or local government, or any political subdivision thereof, or any court, agency or other body, organization, group, stock market or exchange exercising any executive, legislative, judicial, quasi-judicial, regulatory or administrative function of government.

“Law” means any provision of any law, statute, ordinance, code, constitution, charter, treaty, rule or regulation of any Governmental Authority applicable to a party.

“Legal Requirement” means any statute, ordinance, law, rule, regulation, code, injunction, judgment, order, decree, ruling, or other requirement enacted, adopted or applied by any Regulatory Authority, including judicial decisions applying common law or interpreting any other Legal Requirement.

“Liability” means any liability or obligation (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.

“Losses” means all damages, awards, judgments, assessments, fines, sanctions, penalties, charges, costs, expenses, payments, diminutions in value and other losses, however suffered or characterized, all interest thereon, all costs and expenses of investigating any claim, lawsuit or arbitration and any appeal there from, all actual attorneys’, accountants’, investment bankers’ and expert witness’ fees incurred in connection therewith, whether or not such claim, lawsuit or arbitration is ultimately defeated and all amounts paid incident to any compromise or settlement of any such claim, lawsuit or arbitration.

“Material Adverse Effect” means a material adverse effect on (i) the assets, Liabilities, properties or business of the applicable party, (ii) the validity, binding effect or enforceability of this Agreement or the Collateral Documents or (iii) the ability of any Party to perform its obligations under this Agreement and the Collateral Documents; provided, however, that none of the following shall constitute a Material Adverse Effect on MPU: (i) the filing, initiation and subsequent prosecution, by or on behalf of a Shareholder of any Party, of litigation that challenges or otherwise seeks damages with respect to the Share Exchange, this Agreement and/or transactions contemplated thereby or hereby, (ii) occurrences due to a disruption of a Party’s business as a result of the announcement of the execution of this Agreement or changes caused by the taking of action required by this Agreement, (iii) general economic conditions, or (iv) any changes generally affecting the industries in which a Party operates.

“MPU Business” means the business conducted by MPU.

“Order” shall mean an order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental Authority or arbitrator.

“Permit” means any license, permit, consent, approval, registration, authorization, qualification or similar right granted by a Regulatory Authority.

“Permitted Liens” means (i) liens for Taxes not yet due and payable or being contested in good faith by appropriate proceedings; (ii) rights reserved to any Regulatory Authority to regulate the affected property; (iii) statutory liens of banks and rights of set off; (iv) as to leased assets, interests of the lessors and sub-lessors thereof and liens affecting the interests of the lessors and sub-lessors thereof; (v) inchoate material men’s, mechanics’, workmen’s, repairmen’s or other like liens arising in the ordinary course of business; (vi) liens incurred or deposits made in the ordinary course in connection with workers’ compensation and other types of social security; (vii) licenses of trademarks or other intellectual property rights granted by FunVerse, in the ordinary course and not interfering in any material respect with the ordinary course of the business of FunVerse; and (viii) as to real property, any encumbrance, adverse interest, constructive or other trust, claim, attachment, exception to or defect in title or other ownership interest (including, but not limited to, reservations, rights of entry, rights of first refusal, possibilities of reversion, encroachments, easement, rights of way, restrictive covenants, leases, and licenses) of any kind, which otherwise constitutes an interest in or claim against property, whether arising pursuant to any Legal Requirement, under any contract or otherwise, that do not, individually or in the aggregate, materially and adversely affect or impair the value or use thereof as it is currently being used in the ordinary course.

“Person” means any natural person, corporation, partnership, trust, unincorporated organization, association, Limited Liability Company, Regulatory Authority or other entity.

“PIPE Effective Date” means the “Effective Date” as that term is defined in the Registration Rights Agreement, dated August 1, 2024, between the Company and in the investors set forth therein.

“Registrable Securities” means (a) the Exchange Shares, (b) any shares of Common Stock acquired by the Sellers on account of the Earnout Shares; and (c) any other equity security of MPU or any of its subsidiaries issued or issuable with respect to any securities referenced in clause (a) or (b) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities upon the earliest to occur of: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement by the applicable Seller; (B)(i) such securities shall have been otherwise transferred, (ii) new certificates for such securities not bearing (or book entry positions not subject to) a legend restricting further transfer shall have been delivered by MPU and (iii) subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act (but with no volume limitations or limitations as to manner or timing of sale); and (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“Regulatory Authority” means: (i) the United States of America; (ii) any state, commonwealth, territory or possession of the United States of America and any political subdivision thereof (including counties, municipalities and the like); (iii) Singapore and any other foreign (as to the United States of America) sovereign entity and any political subdivision thereof; or (iv) any agency, authority or instrumentality of any of the foregoing, including any court, tribunal, department, bureau, commission or board.

“Representative” means any director, officer, employee, agent, consultant, advisor or other representative of a Person, including legal counsel, accountants and financial advisors.

“SEC Documents” means MPU’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“Annual Report”), MPU’s Quarterly Report on Form 10-Q for the periods ended March 31, 2024, MPU’s Current Report filed since the filing of the Annual Report, and all other reports filed by MPU pursuant to the Exchange Act prior to the date hereof.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“Tax” means any U.S. or non U.S. federal, state, provincial, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, intangible property, recording, occupancy, sales, use, transfer, registration, value added minimum, estimated or other tax of any kind whatsoever, including any interest, additions to tax, penalties, fees, deficiencies, assessments, additions or other charges of any nature with respect thereto, whether disputed or not.

“Tax Return” means any return, declaration, report, claim for refund or credit or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Treasury Regulations” means regulations promulgated by the U.S. Treasury Department under the Code.

ARTICLE II

THE SHARE EXCHANGE

2.1 Purchase and Sale of Shares. At the Closing, subject to and upon the terms and conditions of this Agreement, the Sellers shall sell, transfer, convey, assign and deliver to MPU, and MPU shall purchase, acquire and accept from the Sellers, all of the FunVerse Shares set forth in Exhibit A, free and clear of all liens (other than potential restrictions on resale under applicable securities laws).

2.2 Consideration. At the Closing, subject to and upon the terms and conditions of this Agreement, in full payment for the FunVerse Shares, MPU shall issue and deliver to the Sellers an aggregate of 1,500,000 shares of Common Stock, free and clear of all liens (other than potential restrictions on resale under applicable securities laws), which the Parties agreed is valued at $3,300,000, or $2.20 per share of Common Stock (the “Deemed Value”). Each Seller shall receive its pro rata share of MPU Shares as set forth on Exhibit A. Notwithstanding anything to the contrary contained herein, no fraction of an MPU Share will be issued by MPU by virtue of this Agreement or the transactions contemplated hereby, and each Seller who would otherwise be entitled to a fraction of an MPU Share shall receive such shares as rounded pursuant to Exhibit A.

2.3 Earnout. Within twelve (12) months from the date of this Agreement (the “Earnout Period”), if the FlexTV short drama streaming platform achieves a user recharge in an amount exceeding US$10,000,000.00 for any consecutive 30-day period (the “Earnout Target”), then MPU shall issue an additional 500,000 shares of Common Stock (the “Earnout Shares”) to the Sellers within twenty (20) Business Days of the Earnout Target being met, which shall be issued to each of the Sellers according to the number of Earnout Shares specified for each Seller as set forth on Exhibit A. The achievement of the Earnout Target shall be determined based on the data recorded in the backend system of the FlexTV platform. This data shall be considered final and binding for the purposes of this Agreement. For the avoidance of doubt, once the Earnout Target is achieved within any consecutive 30-day period during the Earnout Period, it shall be deemed permanently met for the purposes of this Agreement, regardless of any subsequent fluctuations in performance or recharge amounts. No Earnout Shares shall be issued in the event the Earnout Target is not reached within the Earnout Period. All distributions of Common Stock with respect to the Earnout Shares during the Earnout Period, including, but not limited to, shares of Common Stock issued as a result of a stock dividend, stock split, combination of shares or otherwise, shall be deemed to be Earnout Shares and shall be set aside and not issued until the Earnout Shares have been issued to the Sellers or, if the Earnout Shares are not earned and issued, then all such distributions declared during the Earnout Period shall be forfeited.

2.4 Restriction on Transfer. The Exchange Shares and the Earnout Shares (collectivcely, the “MPU Shares”) may not be sold, transferred, or otherwise disposed of without registration under the Act or an exemption therefrom, and that in the absence of an effective registration statement covering the MPU Shares or any available exemption from registration under the Act, the MPU Shares must be held indefinitely. The Parties are aware that the MPU Shares may not be sold pursuant to Rule 144 promulgated under the Act unless all of the conditions of that Rule are met.

2.5 Restrictive Legend. All certificates (or book entry statements) representing the MPU Shares shall contain an appropriate restrictive legend.

2.6 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place remotely via the exchange of documents and signatures on August 15, 2024, or at such other date and time as the MPU and the Sellers agree upon in writing. The date upon which the Closing occurs is referred to herein as the “Closing Date”.

2.7 Closing Deliverables. At the Closing, the following documents shall be exchanged between the Parties to effectuate the transaction hereunder:

(a) FunVerse shall provide to MPU an updated Register of Members of FunVerse and scanned copies of share certificates evidencing the acquisition of the FunVerse Shares by MPU; and

(b) MPU shall deliver to each Seller (1) the Exchange Shares obtained by such Seller in a book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of such Seller and (2) a copy of the records of MPU’s transfer agent or other evidence showing each Seller as the owner of the Exchange Shares obtained by such Seller on and as of the Closing Date.

2.8 Registration Rights of Sellers.

(a) MPU shall use commercially reasopnable efforts to file a registration statement on Form S-3 with the SEC covering the resale of the Registrable Securities within thirty (30) days following the PIPE Effective Date and to use commercially reasonable efforts to cause such registration statement to become effective as promptly as practicable thereafter, but in no event later than six (6) months following the PIPE Effective Date.

(b) In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, MPU shall use commercially reasonable efforts to (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on form S-3 as soon as such form is available, provided that MPU shall maintain the effectiveness of the registration statement then in effect until such time as a registration statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

(c) MPU shall use commercially reasonable efforts to respond to written comments received from the SEC upon a review of a registration statement within twenty-eight (28) Business Days.

(d) If MPU is notified by the SEC that such registration statement will not be reviewed or will not be subject to further review and the effectiveness of such registration statement may be accelerated, MPU shall file with the SEC a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the 1933 Act within one (1) Business Day after the date that MPU is so notified by the SEC.

(e) No later than the second Business Day after such registration statement becomes effective, MPU will file with the SEC the final Prospectus included therein pursuant to Rule 424 (or successor thereto) promulgated under the 1933 Act.

(f) MPU shall keep the registration statement effective pursuant to Rule 415 at all times until the date on which the Sellers have sold all of the Registrable Securities covered by such registration statement, or have ceased to be Registrable Securities.

(g) All expenses incurred in connection with registrations, filings or qualifications pursuant to Section 2.8 and 2.9, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for MPU, shall be paid by MPU.

2.9 Piggyback Rights. Following the PIPE Effective Date, whenever MPU proposes to register any of its Common Stock or securities convertible into Common Stock, whether or not for its own account, other than a registration statement filed on Form S-4, or in connection with any employee stock option or other benefit plan on Form S-8, MPU will give prompt written notice to the Sellers of its intention to effect such a registration (but in no event less than fifteen (15) Business Days prior to the anticipated filing date) and will include in such registration all Registrable Securities with respect to which MPU has received written requests for inclusion therein within ten (10) Business Days after the date of MPU’s notice (a “Piggyback Registration”); provided, that if MPU is unable to register the full amount of Registrable Securities under SEC rules and regulations due to the high percentage of the Common Stock the Registrable Securities represents (giving effect to all other securities being registered in the Registration Statement), then MPU may reduce, on a pro rata basis, the amount of Registrable Securities subject to the Registration Statement to a lesser amount that MPU is permitted to register; and provided, further, that if, at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, MPU shall determine for any reason either not to register or to delay registration of such Registrable Securities, MPU may, at its election, give written notice of such determination to Sellers, thereupon, (i) in the case of a determination not to register, MPU shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering such Registrable Securities, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. Any Seller may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to MPU and the managing underwriter, if any, on or before the fifth Business Day prior to the planned effective date of such Piggyback Registration.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF MPU

MPU represents and warrants to the Sellers that the statements contained in this ARTICLE III are correct and complete as of the date of this Agreement and, subject to the exceptions and qualifications specifically set forth or disclosed in writing in the disclosure schedule delivered by MPU to the Sellers simultaneously herewith (the “MPU Disclosure Schedule”), will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this ARTICLE III, except in the case of representations and warranties stated to be made as of the date of this Agreement or as of another date and except for changes contemplated or permitted by this Agreement).

3.1 Organization and Qualification. MPU is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization. MPU has all requisite power and authority to own, lease and use its assets as they are currently owned, leased and used and to conduct its business as it is currently conducted. MPU is duly qualified or licensed to do business in and is in good standing in each jurisdiction in which the character of the properties owned, leased or used by it or the nature of the activities conducted by it make such qualification necessary, except any such jurisdiction where the failure to be so qualified or licensed would not have a Material Adverse Effect on MPU.

3.2 Authority and Validity. MPU has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement. The execution and delivery by MPU of, the performance by MPU of its obligations under, and the consummation by MPU of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of MPU. This Agreement has been duly executed and delivered by MPU and is the legal, valid and binding obligation of MPU, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the Sellers and FunVerse, the Collateral Documents will be the legal, valid and binding obligations of MPU, enforceable against MPU in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles.

3.3 No Breach or Violation. Subject to obtaining the consents, approvals, authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Authorities and Persons identified herein, the execution, delivery and performance by MPU of this Agreement and the Collateral Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of MPU under, or result in the creation or imposition of any Encumbrance upon MPU or MPU Common Stock by reason of the terms of (i) the certificate of incorporation, bylaws or other charter or organizational document of MPU, or (ii) any material contract, agreement, lease, indenture or other instrument to which MPU is a party or by or to which MPU may be bound or subject and a violation of which would result in a Material Adverse Effect on MPU.

3.4 Consents and Approvals. No consent, approval, authorization or order of, registration or filing with, or notice to, any Regulatory Authority or any other Person is necessary to be obtained, made or given by MPU in connection with the execution, delivery and performance by MPU of this Agreement or any Collateral Document or for the consummation by MPU of the transactions contemplated hereby or thereby, except to the extent the failure to obtain any such consent, approval, authorization or order or to make any such registration or filing would not have a Material Adverse Effect on MPU.

3.5 Shares Issuance. The Exchange Shares and the Earnout Shares, when issued in accordance with this Agreement, will be duly authorized, validly issued, fully paid, and non-assessable. These MPU Shares will be issued in accordance with applicable securities laws and MPU’s organizational documents, and will be free and clear of any liens, except as provided under applicable securities laws. The Exchange Shares to be issued to the Sellers are outlined in Exhibit A. There are no proxies, voting rights, shareholders’ agreements, or other agreements or understandings, to which MPU is a party or by which MPU is bound, that would affect the issuance of the MPU Shares to be issued under this Agreement, other than as permitted by applicable laws. Upon issuance and delivery of the Exchange Shares to the Sellers on the Closing Date in accordance with this Agreement, the Sellers will acquire the entire legal and beneficial interest in these newly issued Exchange Shares.

3.6 Delivery of SEC Documents; Business. MPU has made available to the Sellers through the SEC’s EDGAR system, true and complete copies of the SEC Documents. MPU is engaged in all material respects only in the business described in the SEC Documents and the SEC Documents contain a complete and accurate description of the business of MPU in all material respects.

3.7 Compliance with Legal Requirements. MPU is in compliance with all applicable laws and the conduct of its business except for such noncompliance which would not reasonably be expected to have a Material Adverse Effect on MPU, and MPU has not received written notice alleging any violation of applicable law in any material respect by MPU.

3.8 Litigation. Except as noted in the SEC Documents, there are no Orders, actions, suits, complaints, proceedings, or investigations, whether judicial, administrative, or otherwise, pending or, to the knowledge of MPU, threatened, against or involving MPU, its officers, directors, managers, shareholders, properties, assets, or the MPU Business. Except as noted in the SEC Documents, there are no outstanding orders by any Governmental Authority against MPU or the MPU Business that could reasonably be expected to adversely affect MPU’s ability to fulfill its obligations under this Agreement and the Collateral Documents to which it is or is required to be a party. Furthermore, except as noted in the SEC Documents, there are no litigation matters that, if adversely determined, would have a Material Adverse Effect on MPU.

3.9 Taxes. MPU has duly and timely filed in proper form all Tax Returns for all Taxes required to be filed with the appropriate Regulatory Authority, and has paid all taxes required to be paid in respect thereof except where such failure would not have a Material Adverse Effect on MPU, except where, if not filed or paid, the exception(s) have been documented by MPU to the Sellers.

3.10 Brokers or Finders. All negotiations relative to this Agreement and the transactions contemplated hereby have been carried out by MPU and/or its Affiliates/Representatives in connection with the transactions contemplated by this Agreement, and neither MPU, nor any of its Affiliates/Representatives have incurred any obligation to pay any brokerage or finder’s fee or other commission in connection with the transactions contemplated by this Agreement.

3.11 Disclosure of Share Issuance Terms and Investment Information. Assuming the accuracy of the representations and warranties of the Sellers, MPU has fully advised the Sellers that the MPU Shares: (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities laws; (ii) have not been and shall not be registered under the Securities Act or any applicable state securities laws at the time of issuance; and (iii) must be held indefinitely and cannot be resold unless such MPU Shares are registered under the Securities Act and all applicable state securities laws, or unless exemptions from such registration are available.

3.12 Disclosure. No representation or warranty of MPU in this Agreement or in the Collateral Documents and no statement in any certificate furnished or to be furnished by MPU pursuant to this Agreement contained, contains or will contain on the date such agreement or certificate was or is delivered, or on the Closing Date, any untrue statement of a material fact, or omitted, omits or will omit on such date to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

3.13 Not Shell Company. There has not been a determination by either MPU or the SEC that MPU is or was a “shell company” or a “blank check company,” each as defined by the applicable rules and regulations of MPU.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Each Seller, severally and not jointly, represents and warrants to MPU that the statements contained in this ARTICLE IV are correct and complete as of the date of this Agreement and, subject to the exceptions and qualifications specifically set forth or disclosed in writing in the disclosure schedule delivered by a Seller to MPU simultaneously herewith (the “Seller Disclosure Schedule”), will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this ARTICLE IV, except in the case of representations and warranties stated to be made as of the date of this Agreement or as of another date and except for changes contemplated or permitted by the Agreement).

4.1 Organization and Standing. Each Seller, if not an individual person, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

4.2 Authorization; Binding Agreement. Each Seller has all requisite power, authority and legal right and capacity to execute and deliver this Agreement and each Collateral Document to which it is a party, to perform such Seller’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Collateral Document to which a Seller is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered by such Seller and assuming the due authorization, execution and delivery of this Agreement and any such Collateral Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms.

4.3 Ownership. Sellers own good, valid and marketable title to the FunVerse Shares, free and clear of any and all liens (other than those imposed by applicable securities laws or FunVerse’s organizational documents), with each Seller owning the FunVerse Shares set forth on Exhibit A. There are no proxies, voting rights, shareholders’ agreements or other agreements or understandings, to which a Seller is a party or by which a Seller is bound, with respect to the voting or transfer of any of such Seller’s FunVerse Shares other than this Agreement and as permitted by applicable laws. Upon delivery of the FunVerse Shares to MPU on the Closing Date in accordance with this Agreement, the entire legal and beneficial interest in the FunVerse Shares and good, valid and marketable title to the FunVerse Shares, free and clear of all liens (other than those imposed by applicable securities laws), will pass to MPU.

4.4 Governmental Approvals. No consent of or with any Governmental Authority on the part of any Seller is required to be obtained or made in connection with the execution, delivery or performance by such Seller of this Agreement or any Collateral Documents or the consummation by a Seller of the transactions contemplated hereby or thereby other than such filings as expressly contemplated by this Agreement.

4.5 Non-Contravention. The execution and delivery by each Seller of this Agreement and each Collateral Document to which it is a party or otherwise bound and the consummation by such Seller of the transactions contemplated hereby and thereby, and compliance by each Seller with any of the provisions hereof and thereof, will not, (a) conflict with or violate any provision of any Seller’s organizational documents, if any, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 1.1 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to any Seller or any of its properties or assets or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by any Seller under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Encumbrance upon any of the properties or assets of any Seller under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any contract to which a Seller is a party or a Seller or its properties or assets are otherwise bound, except for any deviations from any of the foregoing clauses (a), (b) or (c) that has not had and would not reasonably be expected to adversely affect the ability of such Seller to consummate the transactions contemplated by, and discharge its obligations under, this Agreement and the Collateral Documents to which such Seller is or is required to be a party.

4.6 No Litigation. There is no action, suit, complaint, proceeding or investigation, judicial, administrative or otherwise, pending or, to the knowledge of such Seller, threatened, nor any Order is outstanding, against or involving any Seller or any of its officers, directors, managers, shareholders, properties, assets or businesses, whether at law or in equity, before or by any Governmental Authority, which would reasonably be expected to adversely affect the ability of such Seller to consummate the transactions contemplated by, and discharge its obligations under, this Agreement and the Collateral Documents to which such Seller is or is required to be a party.

4.7 Investment Representations. Each Seller: (a) is either (i) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act or (ii) not a “U.S. person” as that term is defined pursuant to Regulation S under the Securities Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities laws, and (ii) have not been and shall not be registered under the Securities Act or any applicable state securities laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities laws, unless exemptions from registration are available; and (d) is aware that an investment in MPU is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that MPU has agreed to file a registration statement on Form S-3 (or similar forms that MPU is eligible to use) with the SEC covering the resale of the Exchange Shares following the Closing Date. No Seller has any contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of such Seller’s business or financial experience, or by reason of the business or financial experience of such Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), each Seller is capable of evaluating the risks and merits of an investment in MPU and of protecting its interests in connection with this investment. Each Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of such Seller. Each Seller acknowledges and agrees that, except as set forth in the Seller Disclosure Schedules (including the related portions of the MPU Disclosure Schedules), no representations or warranties have been made by MPU or any of its Representatives, and that such Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event of the distribution of any cash, property or other interest in MPU or (ii) the profitability or value of the Exchange Shares in any manner whatsoever. Each Shareholder: (A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and has declined to do so); (B) has had the full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue influence.

4.8 Finders and Brokers. No Seller, nor any of their respective Representatives on their behalf, has employed any broker, finder or investment banker or incurred any liability for any brokerage fees, commissions, finders’ fees or similar fees in connection with the transactions contemplated by this Agreement.

4.9 Independent Investigation. Each Seller has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of MPU, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, SEC Documents, and other documents and data of MPU for such purpose. Each Seller acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of MPU set forth in this Agreement (including the related portions of the MPU Disclosure Schedules) and in any certificate delivered to such Seller pursuant hereto; and (b) neither MPU nor any of its Representatives have made any representation or warranty as to MPU or this Agreement, except as expressly set forth in this Agreement (including the related portions of the MPU Disclosure Schedules) or in any certificate delivered to such Seller pursuant hereto.

ARTICLE V

SHAREHOLDERS AGREEMENT

5.1 Termination of Shareholders Agreement. The Parties hereby agree that effective as of the Closing, the Shareholders Agreement, dated January 7, 2024, entered into by the Parties relating to the securities of Funverse shall terminate without additional action by the Parties.

ARTICLE VI

CONDITIONS PRECEDENT TO OBLIGATIONS OF

FUNVERSE AND THE SELLERS

All obligations of FunVerse and the Sellers under this Agreement shall be subject to the fulfillment at or prior to the Closing of each of the following conditions, it being understood that the FunVerse may, in its sole discretion, to the extent permitted by applicable Legal Requirements, waive any or all of such conditions in whole or in part.

6.1 Accuracy of Representations. All representations and warranties of MPU contained in this Agreement, the Collateral Documents and any certificate delivered by MPU at or prior to the Closing shall be, if specifically qualified by materiality, true in all respects and, if not so qualified, shall be true in all material respects, in each case on and as of the Closing Date with the same effect as if made on and as of the Closing Date, except for representations and warranties expressly stated to be made as of the date of this Agreement or as of another date other than the Closing Date and except for changes contemplated or permitted by this Agreement.

6.2 Covenants. MPU shall, in all material respects, have performed and complied with each of the covenants, obligations and agreements contained in this Agreement and the Collateral Documents that are to be performed or complied with by them at or prior to Closing.

6.3 Consents and Approvals. MPU shall have obtained or made, as applicable, all consents, approvals, authorizations and orders required to be obtained from, and all registrations, filings and notices required to be made with or given to, any Regulatory Authority or Person as provided herein.

6.4 No Material Adverse Change. Since the date hereof, there shall have been no material adverse change in MPU Business or the financial condition or operations of MPU, taken as a whole.

ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF MPU

All obligations of MPU under this Agreement shall be subject to the fulfillment at or prior to the Closing of the following conditions, it being understood that MPU may, in its sole discretion, to the extent permitted by applicable Legal Requirements, waive any or all of such conditions in whole or in part.

7.1 Accuracy of Representations. All representations and warranties of the Sellers and FunVerse contained in this Agreement and the Collateral Documents and any other document, instrument or certificate delivered by the Sellers at or prior to the Closing shall be, if specifically qualified by materiality, true and correct in all respects and, if not so qualified, shall be true and correct in all material respects, in each case on and as of the Closing Date with the same effect as if made on and as of the Closing Date, except for representations and warranties expressly stated to be made as of the date of this Agreement or as of another date other than the Closing Date and except for changes contemplated or permitted by this Agreement.

7.2 Covenants. The Sellers and FunVerse shall, in all material respects, have performed and complied with each obligation, agreement, covenant and condition contained in this Agreement and the Collateral Documents and required by this Agreement and the Collateral Documents to be performed or complied with by the Sellers and FunVerse at or prior to the Closing.

7.3 Consents and Approvals. FunVerse shall have obtained or made, as applicable, all consents, approvals, authorizations and orders required to be obtained from, and all registrations, filings and notices required to be made with or given to, any Regulatory Authority or Person as provided herein.

7.4 No Material Adverse Change. There shall have been no material adverse change in the business, financial condition or operations of FunVerse and its Subsidiaries taken as a whole.

ARTICLE VIII

ADDITIONAL COVENANTS

8.1 Transfer Restrictions; Legends. Each Seller understands that (i) the MPU Shares have not been registered under the Securities Act but will be registered by MPU; (ii) the MPU Shares are being offered and sold pursuant to an exemption from registration, based in part upon MPU’s reliance upon the statements and representations made by each of the Sellers, that the MPU Shares must be held by the Sellers indefinitely, and that the Sellers must, therefore, bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration; and (iii) each book entry for the MPU Shares shall contain a notation, and each certificate (if any) evidencing the MPU Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form, but will be removed once a registration statement registering MPU Shares is declared effective:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

8.2 Until the date on which the legends on the Registrable Shares are removed, MPU shall timely file all reports required to be filed with the SEC pursuant to the Exchange Act, and MPU shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination.

ARTICLE IX

TERMINATION

9.1 Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned, at any time prior to the Closing:

(a) by mutual written agreement of all Sellers and MPU hereto duly authorized by action taken by or on behalf of the respective Boards of Directors; or

(b) by either MPU or all of the Sellers upon notification to the non-terminating party by the terminating party:

(i) if the terminating party is not in material breach of its obligations under this Agreement and there has been a material breach of any representation, warranty, covenant or agreement on the part of the non-terminating party set forth in this Agreement such that the conditions will not be satisfied; or

(ii) if any court of competent jurisdiction or other competent Governmental or Regulatory Authority shall have issued an order making illegal or otherwise permanently restricting, preventing or otherwise prohibiting the Share Exchange and such order shall have become final.

9.2 Effect of Termination. If this Agreement is validly terminated by either MPU or the Sellers pursuant to Section 9.1, this Agreement will forthwith become null and void and there will be no liability or obligation on the part of the Parties hereto, except that nothing contained herein shall relieve any Party hereto from liability for willful breach of its representations, warranties, covenants or agreements contained in this Agreement.

ARTICLE X

MISCELLANEOUS

10.1 Tax Liability. Each Party shall be solely responsible for, and shall pay when due, any and all Tax arising from or in connection with this Agreement and the transactions contemplated herein, as imposed upon such Party under applicable law. For the avoidance of doubt, no Party shall be liable for the Tax obligations of any other Party. Each Party agrees to indemnify and hold harmless the other Parties from and against any Tax (including related penalties and interest) imposed on or payable by such other Parties as a result of a breach of this provision by the indemnifying Party.

10.2 Parties Obligated and Benefited. This Agreement shall be binding upon the Parties and their respective successors by operation of law and shall inure solely to the benefit of the Parties and their respective successors by operation of law, and no other Person shall be entitled to any of the benefits conferred by this Agreement. Without the prior written consent of the other Party, no Party may assign this Agreement or the Collateral Documents or any of its rights or interests or delegate any of its duties under this Agreement or the Collateral Documents.

10.3 Publicity. The initial press release, if any, shall be a joint press release and thereafter MPU and the Sellers each shall consult with each other prior to issuing any press releases or otherwise making public announcements with respect to the Share Exchange and the other transactions contemplated by this Agreement and prior to making any filings with any third party and/or any Regulatory Authorities (including any national securities inter dealer quotation service) with respect thereto, except as may be required by law or by obligations pursuant to any listing agreement with or rules of any national securities inter dealer quotation service.

10.4 Notices. Any notices and other communications required or permitted hereunder shall be in writing and shall be effective upon delivery by hand or upon receipt if sent by certified or registered mail (postage prepaid and return receipt requested) or by a nationally recognized overnight courier service (appropriately marked for overnight delivery) or upon transmission if sent by telex or facsimile (with request for immediate confirmation of receipt in a manner customary for communications of such respective type and with physical delivery of the communication being made by one or the other means specified in this Section 10.4 as promptly as practicable thereafter). Notices shall be addressed as follows:

	If to Amto:	Amto Holding Limited
		Room 301, Building 2, Qishiguan Community, Longquan Road, Chenzhou City, Hunan Province, PRC
		Attn: HE Ying (何瑛)
		Email: dotop08@qq.com

	If to Xuyanze:	Hongkong Xingnengyongsheng Technology Co., Limited (香港星能永勝科技有限公司)
		Building 2, No. 491, Yin Dong Road, Pudong, Shanghai, PRC (上海市浦东银冬路491号2号楼)
		Attn: ZHANG Han (章寒)
		Email: zhanghan1@021.com

	If to Zoo Capital:	Zoo Capital (Cayman) Limited I
		No. 36, Building 2, Jing An Kerry Centre, Jing’an District, Shanghai, PRC
		Attn: GAO Fapu (高法璞)
		Email: pgao@zoocap.com

	If to Moonton:	Moonton Holdings Limited
		Building 1, Dazhong Temple Square, No. 18 North Third Ring West Road, Haidian District, Beijing, PRC
		Attn: ZHANG Kaili (张凯立)
		Email: zhangkaili.kellyz@bytedance.com

	If to FunVerse:	FunVerse Holding Limited
		1602, 16th Floor, Poly Zhongyue Plaza, No. 23 Xuanyue East Street, Haizhu District, Guangzhou, PRC
		Attn: MA Jie (马洁)
		Email: shengheng.ma@megamatrix.io

	If to MPU:	Mega Matrix Corp.
		3000 El Camino Real, Bldg. 4, Suite 200
		Palo Alto, CA 94306
		Attn: Chief Financial Officer
		Email: carol.wang@megamatrix.io

Any Party may change the address to which notices are required to be sent by giving notice of such change in the manner provided in this Section 10.4.

10.5 Headings. The Article and Section headings of this Agreement are for convenience only and shall not constitute a part of this Agreement or in any way affect the meaning or interpretation thereof.

10.6 Choice of Law. This Agreement and the rights of the Parties under it shall be governed by and construed in all respects in accordance with the laws of State of Delaware, without giving effect to any choice of law provision or rule.

10.7 Dispute Resolution. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, including its interpretation, validity, breach, or termination, the Parties agree to submit the matter exclusively to confidential and binding arbitration to be administered by the Judicial Arbitration and Mediation Service (“JAMS”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by three arbitrators and shall be held in New York, NY in the English language. The decision of the arbitration panel shall be final and binding upon the Parties, and the costs of arbitration shall be borne by the losing party unless otherwise determined by the arbitrators. This clause shall not preclude the Parties from seeking interim injunctive relief from a court of competent jurisdiction.

10.8 Attorneys’ Fees. In the event of any action or suit based upon or arising out of any alleged breach by any Party of any representation, warranty, covenant or agreement contained in this Agreement or the Collateral Documents, the prevailing Party shall be entitled to recover reasonable attorneys’ fees and other costs of such action or suit from the other Party.

10.9 Rights Cumulative. All rights and remedies of each of the Parties under this Agreement shall be cumulative, and the exercise of one or more rights or remedies shall not preclude the exercise of any other right or remedy available under this Agreement or applicable law.

10.10 Further Actions. The Parties shall execute and deliver to each other, from time to time at or after the Closing, for no additional consideration and at no additional cost to the requesting party, such further assignments, certificates, instruments, records, or other documents, assurances or things as may be reasonably necessary to give full effect to this Agreement and to allow each party fully to enjoy and exercise the rights accorded and acquired by it under this Agreement.

10.11 Time of the Essence. Time is of the essence under this Agreement. If the last day permitted for the giving of any notice or the performance of any act required or permitted under this Agreement falls on a day which is not a Business Day, the time for the giving of such notice or the performance of such act shall be extended to the next succeeding Business Day.

10.12 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10.13 Entire Agreement; Amendment. This Agreement (including the Exhibits and disclosures made by the Parties) contains the entire agreement of the Parties. No provision of this Agreement may be amended other than by an instrument in writing signed by MPU and the Required Holders (as defined below), and any amendment to any provision of this Agreement made in conformity with the provisions of this Section 10.13 shall be binding on all Sellers and holders of MPU Shares, as applicable. “Required Holders” means (i) prior to the Closing Date, all Sellers, and (ii) on or after the Closing Date, holders of a majority of the Registrable Securities as of such time (excluding any Registrable Securities held by MPU or any of its subsidiaries as of such time), provided that the prior written consent of a holder of Registrable Securities shall be required if the rights of such holder are adversely affected.

10.14 Survival of Representations and Covenants. Each representation, warranty, covenant and agreement of the Parties contained herein shall survive the execution and delivery of this Agreement and the Closing and shall thereafter terminate and expire on the first anniversary of the Closing Date unless, prior to such date, a Party has delivered a written notice of a claim with respect to such representation, warranty, covenant or agreement to the other Parties.

10.15 Obligations of Sellers. The Parties acknowledge that the representations, warranties, covenants, agreements and obligations of each Seller under this Agreement, including each Seller’s obligation to sell its portion of the Exchange Shares and consummate the Closing, shall be several and not joint.

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