Termination Agreement between the Company and Yunheng (Brad) Zhang, dated as of January 15, 2024

Exhibit 10.1

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT, dated as of January 15, 2024 (“Effective Date”), is by and between Mega Matrix Corp., a Delaware Corporation (the “Company”), and Yunheng (Brad) Zhang (the “Employee”).

WHEREAS

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 the Employee hereby terminate the Employment Agreement effective as of the Effective Date hereof (the “Termination”). From the Effective Date, the Company shall have no liability to pay salary to the Employee under the Employment Agreement.

2. Continuing Obligations. Notwithstanding the Termination of the Employment Agreement, the parties hereby agree that the Employee shall remain subject to the covenant not to the Proprietary Information set forth in Section 5 of the Employment Agreement and non-disparagement set forth in Section 12(a) of the Employment Agreement.

3. Consideration. Concurrently with the execution hereof the Company will pay the Employee a one time cash payment in the amount of $nil, less all applicable payroll taxes and deductions, if any.

4. Release. Except for the obligations created by or arising out of this Agreement, the Employee, and all persons for whose conduct said party is legally responsible including, but not limited to, his descendants, heirs, beneficiaries, successors and assigns, and each of them, past or present (collectively the “Employee Parties”) does hereby release, acquit, satisfy and forever discharge the Company, and all persons for whose conduct said party is legally responsible including, but not limited to, its officers, directors, attorneys, insurers, stockholders, subsidiaries, affiliated or related entities, successors, assigns, as the case may be, and each of them, past or present (collectively, the “Employer Parties”), from any and all manner of action, causes of action, rights, liens, agreements, contracts, covenants, obligations, suits, claims, debts, dues, sums of monies, costs, expenses, attorneys’ fees, judgments, orders and liabilities, accounts, covenants, controversies, promises, damages, of whatever kind and nature in law or equity or otherwise whether now known or unknown (collectively, the “Claims”), which the Employee Parties ever had, now have, or may have had against any of the Employer Parties, for any reason (including, but not limited to, all Claims relating to the Employment Agreement) from the beginning of time up through and including this date. In furtherance of the foregoing, each of the releasing parties irrevocably covenants to refrain from, directly or indirectly, asserting any Claims, or commencing, instituting or causing to be commenced, any proceeding of any kind against any of the Employer Parties with respect to any of the matters within the scope of the foregoing release.

5. Miscellaneous.

IN WITNESS WHEREOF, this Agreement has been executed by the parties on the day and year first above written.