Termination Agreement between the Company and Xiangchen (Steven) Gao, dated August 30, 2024

Exhibit 10.1

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (“Agreement”), dated as of August 30, 2024, is entered into by and between Mega Matrix Corp., a Delaware Corporation (the “Company”), and Xiangchen (Steven) Gao (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. Resignation and Termination. The parties hereby acknowledge and agree that the Employee has provided notice to the Company of his decision to resign his employment and terminate the Employment Agreement, effective on September 30, 2024 (“Resignation Date”), and the Company has accepted such resignation. The parties agree that Employee will continue in the employ of the Company until the close of business on the Resignation Date, on which date his employment will terminate. Employee relinquishes any and all rights to employment with the Company after the Resignation Date. In addition, Employee agrees to resign from all offices of the Company (including, but not limited to, Chief Operating Officer) and of all subsidiaries, affiliates, and related entities of the Company, if applicable, and he agrees to sign all documents necessary to effect such resignations at such time(s) as the Company shall request, and the parties agree that all such documents shall be signed and such resignations shall be effective no later than the Resignation Date. From the Resignation Date, the Company shall have no further liability for any payments as set forth in Section 4 of the Employment Agreement, including but not limited to salary, equity grants, equity compensation, or bonuses, 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. 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.

4. Miscellaneous.

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

BY SIGNING THIS AGREEMENT, WHICH CONTAINS A RELEASE, EMPLOYEE STATES THAT: HE HAS READ IT; HE UNDERSTANDS IT; HE KNOWS THAT HE IS GIVING UP IMPORTANT RIGHTS AND POSSIBLE LEGAL AND/OR ADMINISTRATIVE CLAIMS; HE AGREES TO ALL THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT; HE IS AWARE OF HIS RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING IT AND HE HAS BEEN ADVISED BY THE COMPANY TO DO SO AND HE HAS HAD THE OPPORTUNITY TO DO SO; AND HE HAS SIGNED IT KNOWINGLY AND VOLUNTARILY.

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