UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment
No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under § 240.14a-12 |
MEGA MATRIX CORP.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11 |
MEGA MATRIX CORP.
3000 El Camino Real, Bldg. 4, Suite 200
Palo Alto, California 94306
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF
MEGA MATRIX CORP.
TO BE HELD ON [●]
Time and Date: |
[●], 2024, at 10:00 a.m. (Pacific Standard Time). |
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Place: |
Virtual Meeting Site: https://www.cstproxy.com/megamatrix/[●] |
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Items of Business: |
Mega Matrix Corp., a Delaware corporation (the “Company”), is holding the Special Meeting of Stockholders (the “Special Meeting”) for the following purposes, as more fully described in the Proxy Statement accompanying this Notice of Special Meeting of Stockholders, to act upon the following matters: |
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To approve an amendment to our Second Amended and Restated Certificate of Incorporation, as amended, to increase the authorized shares of Common Stock of the Company from 40,000,000 to 75,000,000 (“Share Increase Proposal”); |
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To approve the proposed 2024 Restricted Stock Plan (the “Plan”); and |
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To conduct any other business properly brought before the Special Meeting. |
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Record Date: |
The record date for the Special Meeting is [●], 2024. Only stockholders of record of the Company’s common stock at the close of business on [●], 2024, or their legal proxy holders, are entitled to vote at the Annual Meeting. |
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Voting: |
Each share of common stock that you own represents one vote. |
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Transfer Agent: |
For questions regarding your stock ownership, you may contact us at (650) 340-1888 or contact our transfer agent, Continental Stock Transfer & Trust, by email at proxy@continentalstock.com or by phone at 1-888-266-6791. |
YOUR VOTE IS IMPORTANT. Whether
or not you plan to attend the Special Meeting, we encourage you to vote or submit your proxy via the internet, or request and submit your
proxy card as soon as possible, so that your shares may be represented at the Special Meeting.
Date: [●], 2024 |
By Order of the Board of Directors |
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Yucheng Hu |
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Chairman, Chief Executive Officer and President |
TABLE OF CONTENTS
MEGA MATRIX CORP.
3000 El Camino Real, Bldg. 4, Suite 200
Palo Alto, California 94306
PROXY STATEMENT
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [●],
2024
GENERAL
This Proxy Statement
is furnished to stockholders of Mega Matrix Corp., a Delaware corporation (the “Company”), in connection with the solicitation
of proxies for use at the Special Meeting of Stockholders of the Company (the “Special Meeting”) to be held on [●],
2024, at 10:00 a.m. (Pacific Standard Time).
The Special Meeting
will be a completely virtual meeting conducted via live audio webcast. We believe this technology provides expanded access, improved communication
and cost savings for our stockholders. Hosting a virtual meeting enables increased stockholder attendance and participation from any location
around the world. If you are a record holder of our common stock at the close of business on [●],
2024 (the “Record Date”), you are invited to attend the Special Meeting virtually and to vote on the proposals described in
this Proxy Statement applicable to the class of stock which you held. Shareholders may view a live webcast of the Special Meeting at https://www.cstproxy.com/megamatrix/[●]
and may submit questions during the Annual Meeting. Our principal offices are located at 3000 El Camino
Real, Bldg. 4, Suite 200, Palo Alto, California 94306.
This solicitation of proxies is made on behalf
of our board of directors.
GENERAL INFORMATION ABOUT THE SPECIAL MEETING
AND VOTING
Record Date and Required Quorum
The close of business
on [●], 2024, is the record date for stockholders
entitled to notice of, and to vote at, the Special Meeting. As of such record date, the Company had [●]
shares of common stock, $0.001 par value (the “Common Stock”) outstanding. The presence at the
Special Meeting of one-third (1/3) of the issued and outstanding shares of Common Stock, or [●]
shares, either present in person or represented by proxy, will constitute a quorum for the transaction
of business at the Special Meeting. All of the shares of the Company’s Common Stock outstanding on the Record Date are entitled
to vote at the Special Meeting, and stockholders of record entitled to vote at the Special Meeting will have one (1) vote for each share
of Common Stock held by such stockholder with regard to each matter to be voted upon.
How to Cast and Revoke Your Vote
Voting if You are the Registered Holder of
Shares. If your shares are registered directly in your name with the Company’s transfer agent, Continental Stock Transfer
& Trust Co., you are considered the “stockholder of record” with respect to these shares and the Company is mailing these
proxy materials directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to the Company by
completing the enclosed proxy card or to vote in person at the Special Meeting. To grant your voting proxy, you should complete, sign
and return the enclosed proxy card to the Company, or you can vote via the internet when you access the internet website or at www.cstproxyvote.com.
Voting if You Hold Shares in a Brokerage or
Other Nominee Account. If your shares are held by a broker or by a bank or other nominee (each, a “Nominee”) in
a brokerage or other account, then you are considered the “beneficial owner” of shares held “in street name.”
Your Nominee is considered the stockholder of record with respect to these shares and has forwarded the requested proxy materials to you.
As the beneficial owner of your shares, you have the right to direct your Nominee on how to vote. To direct your Nominee on how to vote
your shares, you must follow the procedure explained in the materials provided to you by your Nominee, which procedure generally consists
of completing and returning to your Nominee a voting instruction form that was sent to you by your Nominee along with this Proxy Statement.
Your Nominee may also have provided information on how to give voting instructions to the Nominee by telephone or online through the Internet.
Notwithstanding that your Nominee will be voting your shares on your behalf and as instructed by you, you may still attend the Special
Meeting. If you plan to attend the Special Meeting and want to vote your shares in person rather than have your Nominee vote your shares
on your behalf, you must obtain from your Nominee a proxy card issued in your name with respect to your shares.
Effect of Returning the Proxy Card to the Company.
Shares of the Company’s Common Stock represented by proxies in the accompanying form that are properly executed and returned to
the Company will be voted at the Special Meeting in accordance with the instructions of the stockholder of record contained therein. In
the absence of contrary instructions, shares represented by such proxies will be voted as follows:
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FOR the approval of Proposal 1 for the Increase to the Share Increase Proposal; and |
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FOR the approval of
Proposal 2 for the 2024 Restricted Stock Plan (the “Plan”). |
The Company does not know of any matters to be
presented at the Special Meeting other than those set forth in this Proxy Statement and in the Notice accompanying this Proxy Statement.
If other matters should properly come before the Special Meeting, the proxy holders will vote on such matters in accordance with their
best judgment. Proxies will confer upon the proxy holders the discretionary authority to vote upon matters that may properly be raised
at the Special Meeting but are unknown to the Company as of the date hereof. In addition, proxies will confer upon the proxy holders the
authority to adjourn or postpone the Special Meeting if necessary or advisable to permit further solicitation of proxies in the event
there are insufficient shares present to constitute a quorum or insufficient votes at the time of the Special Meeting to approve any or
all of the foregoing items of business.
Revocation of a Previously Submitted Proxy.
Any stockholder of record has the right to revoke his or her proxy at any time before it is voted at the Special Meeting by:
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Delivering to the Company (to the attention of Carol Wang, Secretary, 3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, California 94306) a written notice of revocation; |
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Delivering to the Company (to the attention of Carol Wang, Secretary, 3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, California 94306) a duly executed proxy or voting instructions bearing a later date than the proxy being revoked; |
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Voting again via internet or no later than 11:59 p.m. (Eastern Time) on [●], 2024; or |
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Attending the Special Meeting virtually and casting your vote online during the meeting. |
Any beneficial owner of shares of Common Stock
held in street name should follow the instructions provided by your Nominee regarding how to revoke a previously submitted proxy.
Broker Non-Votes
Effect of Broker Non-Votes. A “broker
non-vote” occurs when a beneficial owner fails to give its Nominee voting instructions on a proposal and the Nominee lacks discretionary
power to vote uninstructed shares on that proposal. On routine matters, broker non-votes are counted for purposes of determining a quorum
for the Special Meeting. Under the rules of the NYSE American, however, whether a broker non-vote will occur depends upon whether a proposal
is “routine” or “non-routine,” as discussed below. The Company expects the Share Increase Proposal (Proposal 1)
and of the Plan (Proposal 2) are considered “non-routine” proposals. As a result, if you are a beneficial
owner of your shares of Common Stock, your failure to provide voting instructions to your Nominee in the manner directed by your Nominee
will result in your shares not being voted by the Nominee on any of these proposals. Your
Nominee has enclosed or otherwise provided to you a voting instruction form for you to use in directing the Nominee on how to vote your
shares. Your Nominee may also have provided information regarding how to give voting instructions through the Internet or by telephone.
Voting Requirements
The following table summarizes
the minimum vote needed to approve each proposal and the effect of abstentions and broker non-votes.
Proposal
Number |
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Proposal Description |
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Vote Required for Approval |
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Effect of
Abstentions |
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Effect of Broker
Non-Votes |
1 |
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Share Increase Proposal |
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Majority of the votes cast (i.e., votes cast “For” must exceed votes cast “Against”) |
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No Effect |
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Not Applicable |
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2 |
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2024 Restricted Stock Plan |
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“For” votes from the holders of a majority of voting power of the shares present in person or represented by proxy and entitled to vote generally on the subject matter |
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Vote Against |
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No Effect |
Voting Results of Special Meeting
Preliminary voting results will be announced at
the Special Meeting. Final voting results will be published in our Current Report on Form 8-K within four (4) business days following
the Special Meeting.
Proxy Solicitation
The entire cost of soliciting proxies will be
borne by the Company. Proxies will be solicited principally through the use of the mails, but, if deemed desirable, may be solicited personally
or by telephone, email, or special letter by officers and Company employees for no additional compensation. Although we have not engaged
employees for the specific purpose of soliciting proxies or a proxy solicitation firm to assist us in soliciting proxies, we may elect
to engage and pay the cost of such employees or such proxy solicitation firm at any time. Arrangements may be made with brokerage houses
and other custodians, nominees and fiduciaries to send proxies and other proxy materials to the beneficial owners of the Company’s
Common Stock, and such persons may be reimbursed for their expenses.
HOUSEHOLDING OF SPECIAL MEETING MATERIALS
The SEC has adopted rules that allow a company
to deliver a single set of proxy materials to an address shared by two or more of its stockholders. This method of delivery, known as
“householding,” permits us to realize significant cost savings, reduces the amount of duplicate information stockholders receive,
and reduces the environmental impact of printing and mailing documents to you. Under this process, certain stockholders will receive only
one copy of our proxy materials that are delivered until such time as one or more of these stockholders notifies us that they want to
receive separate copies. Any stockholders who object to or wish to begin householding may contact the Company’s Investor Relations
Department at (650) 340-1888 or by mail to 3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, California 94306. We will send an individual
copy of the proxy statement to any stockholder who revokes their consent to householding within thirty (30) days of our receipt of such
revocation. Any stockholders who share the same address and receive multiple copies of our proxy materials who wish to receive only one
copy in the future can contact their bank, broker or other holder of record to request information about householding or our Investor
Relations Department at the address or telephone number listed above.
PROPOSAL 1: APPROVAL
OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK
General
Our Board has adopted resolutions recommending
that the stockholders approve an amendment to our Second Amended and Restated Certificate of Incorporation, as amended (the “Charter”),
in substantially the form attached hereto as Addendum A (the “Share Increase Amendment”), to increase the number of shares
of Common Stock we are authorized to issue from 40,000,000 to 75,000,000 (the “Share Increase”). Nothing in the proposed amendment
would change the number of authorized shares of the Company’s Preferred Stock.
If the Share Increase Proposal is approved by
our stockholders, the Board will make a determination, in its sole discretion, as to whether effecting the Share Increase is in the best
interest of the Company and our stockholders. If the Board determines that it is in the best interests of the Company and our stockholders
to effect the Share Increase, we will promptly file the Share Increase Amendment with the Secretary of State of the State of Delaware
reflecting the increase in authorized shares of Common Stock. The Share Increase will become effective upon the filing of the Share Increase
Amendment with the Secretary of State of the State of Delaware (the “Effective Date”).
Reasons for the Share
Increase
The Charter currently
authorize the issuance of up to 40,000,000 shares of Common Stock. As of April 10, 2024, a total of 35,977,981 shares of Common Stock
were issued and outstanding, and the following shares of Common Stock are reserved for issuance as described below:
| ● | 35,977,981 shares were issued and outstanding; |
| ● | 240,450 shares were reserved for issuance pursuant
to awards under stock incentive plans; |
| ● | 60,000 shares were reserved for issuance under
consulting agreements; |
| ● | 2,490,000 shares in the aggregate are reserved
for outstanding warrants (warrants are not exercisable until July 17, 2024); and |
As a result, as of April 10, 2024, approximately
1,231,569 shares of Common Stock were available for future issuance (or 3,721,569 shares of Common Stock if the Company includes the shares
of Common Stock underlying the warrants that are not exercisable until July 17, 2024).
As of the date of hereof
and except as described in this Proxy Statement, we have no understandings, agreements or commitments to issue Common Stock or to reserve
additional common shares for issuance under equity compensation plans.
Our board of directors
considered the limited number of available shares of Common Stock and voted to adopt, subject to the approval of the stockholders, an
amendment to the Charter increasing the authorized shares of Common Stock from 40,000,000 to 75,000,000.
The board of directors
believes that it is advisable to have a greater number of authorized shares of Common Stock available for issuance in connection with
acquisitions and mergers, public or private financing, and various general corporate programs and purposes.
We may from time to time
consider acquisitions and mergers as opportunities arise, stock splits and public or private financings to provide us with capital, any
or all of which may involve the issuance of additional shares of Common Stock or securities convertible into shares of Common Stock. Also,
additional shares of Common Stock may be necessary to meet anticipated future obligations of our stock-based compensation and employee
benefit plans, under which we may grant future equity awards to our officers, other employees and directors. We believe that these benefit
plans are critical to retaining our current management team and attracting additional management talent.
The board of directors
believes that having the authority to issue additional shares of Common Stock will enhance its ability to respond promptly to opportunities
for acquisitions, mergers, stock splits and additional financings. Such a delay may result in our inability to consummate a desired transaction
under a required deadline. By having additional common shares authorized, we can be prepared to act quickly as opportunities arise.
If the proposed Share
Increase Amendment is approved, the additional authorized shares of Common Stock may be issued for such consideration, cash or otherwise,
at such times and in such amounts as the board of directors may determine without further shareholder approval, except to the extent that
shareholder approval is required by applicable laws, rules or regulations. Because our Common Stock is traded on the NYSE American, stockholder
approval must be obtained, under applicable NYSE American rules, in certain circumstances prior to the issuance of shares for certain
purposes, including the issuance of greater than 20% of the then outstanding shares of Common Stock or voting power in connection with
a private financing or an acquisition or merger.
The authorization of
additional shares of Common Stock will not, by itself, have any effect on the rights of present shareholders. The additional 35,000,000
shares to be authorized will be a part of the existing class of Common Stock and, if and when issued, would have the same rights and privileges
as the shares of Common Stock presently authorized issued and outstanding. Stockholders do not have preemptive rights to subscribe for
or purchase additional shares of Common Stock. Accordingly, the issuance of additional shares of Common Stock for corporate purposes other
than a stock split or stock dividend could have a dilutive effect on the ownership and voting rights of shareholders at the time of issuance.
Vote Required
Approval of Proposal 1 requires the affirmative
vote of a majority of the votes cast on the Proposal. Abstentions and broker non-votes, if any, are not affirmative votes and, therefore,
will have no effect on the outcome of this vote.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE AMENDMENT TO THE CHARTER TO INCREASE THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK. PROXIES SOLICITED BY THE BOARD WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY OTHERWISE IN THEIR PROXIES.
PROPOSAL 2: APPROVAL OF THE 2024 RESTRICTED
STOCK PLAN
We are asking you to approve the proposed Mega
Matrix Corp. 2024 Restricted Stock Plan (the “Plan”). Subject to the approval of the Share Increase Proposal and stockholder
approval, our board of directors has adopted the Plan, which authorizes equity awards to the employees, directors, officers and consultants
of the Company and its subsidiaries. The board of directors believes that equity incentive compensation is also an important component
of our overall compensation and incentive strategy for employees, directors, officers and consultants. We intend to use the Plan in order
to incentivize and retain our employees, directors, officers and consultants.
The maximum aggregate
number of shares of our Common Stock that have been reserved as authorized for the grant under the Plan will be 3,000,000 (the “Plan
Pool”), subject to adjustment as provided for in the Plan. The Plan Pool represents approximately 7.74% of the total number of shares
of our Common Stock outstanding as of April 10, 2024. The board of directors believes that the Plan will encourage additional employee
stock ownership and thereby better align the interests of employees with long-term stockholders. Stockholders are urged to read the Plan
in its entirety.
The full text of the
Plan is set forth in Appendix B. The following description of certain features of the Plan is qualified in its entirety by reference to
the full text of the Plan.
Summary of the Plan
The following is a summary
of the principal features of the Plan, a copy of which is attached to this Proxy Statement as Appendix B.
Total Shares Reserved
for Issuance. Subject to equitable adjustment in the event of any stock split, stock dividend, or similar transaction, the total
number of shares of Common Stock reserved for issuance in connection with awards under the Plan is 3,000,000. If any awards are forfeited,
canceled, terminated, exchanged, or surrendered, or such award is settled in cash or otherwise terminates without a distribution of shares
to the participant, any shares counted against the number of shares reserved and available under the Plan with respect to such award are,
to the extent of any such forfeiture, settlement, termination, cancellation, exchange, or surrender, again available for awards under
the Plan. Any shares of Common Stock issued pursuant to an award may be either authorized and unissued shares or treasury shares, including
shares acquired by purchase in the open market or in private transactions.
Administration.
The Plan is administered by the Administrator which will be the board of directors and/or one or more committees of the board
of directors as may be designated by the board of directors, and such Administrator has full and final authority to make all decisions
and determinations as may be required under the terms of the Plan or as the Administrator may deem necessary or advisable for the administration
of the Plan, in each case subject to and consistent with the provisions of the Plan. Subject to the provisions of the Plan, the Administrator
may select employees to whom awards may be granted, determine the number of awards to be granted and the number of shares to which an
award may relate, and determine the terms and conditions of any award granted under the Plan.
Eligibility and
Participation. Any employee of the Company, a subsidiary of the Company, or an affiliate of the Company may be granted an award
under the Plan. An award may be granted to an employee in connection with his or her hiring or retention prior to the date the employee
first performs services for the Company, a subsidiary, or an affiliate.
As of December 31, 2023,
approximately 11 employees would be eligible to participate in the Plan, including all of our executive officers.
Restricted Share
Awards. Awards of restricted shares are subject to such restrictions on transferability and other restrictions, if any, as the
Administrator may impose. Such restrictions lapse under circumstances as the Administrator may determine, including upon a specified period
of continued employment or upon the achievement of performance criteria. Except to the extent restricted under the award agreement, an
eligible employee granted restricted shares has all of the rights of a shareholder, including the right to vote restricted shares and
receive dividends thereon. Except as otherwise determined by the Administrator, upon termination of service during the applicable restriction
period, restricted shares and any accrued but unpaid dividends that are at that time subject to restrictions will be forfeited.
Restricted Stock
Unit Awards. Each restricted stock unit awarded represents a right for one share of Common Stock to be delivered upon settlement
of the award, which right shall be subject to a risk of forfeiture and cancellation and to the other terms and conditions set forth in
the Plan and the award agreement. A restricted stock unit award agreement may provide for forfeiture and cancellation of the restricted
stock units upon termination of the participant’s employment with the Company or nonperformance of specified performance measures
established by the Administrator. A restricted stock unit award agreement may also provide for vesting periods which require the passage
of time and/or the occurrence of events in order for the restricted stock units to vest and become no longer subject to forfeiture. Restricted
stock units shall not be credited with dividend equivalents unless specifically provided for in the award agreement, and then only upon
such terms and conditions as set forth in the award agreement.
Restricted stock units
(if not previously canceled or forfeited) shall be settled in accordance with the terms and conditions of the applicable award agreement.
A restricted stock unit award agreement may provide that settlement may be made solely through the issuance of shares or, at the mutual
election of the participant and the Company, in a combination of shares and cash.
Nontransferability.
Unless otherwise set forth by the Administrator in an award agreement, awards are not transferable by an eligible employee except
by will or the laws of descent and distribution (except pursuant to a beneficiary designation). An eligible employee’s rights under
the Plan may not be pledged, mortgaged, hypothecated, or otherwise encumbered, and may not be subject to claims of the eligible employee’s
creditors.
Amendment.
The board of directors may amend, alter, suspend, discontinue, or terminate the Plan without the consent of the stockholders of the
Company or participants, except that any such amendment or alteration shall be subject to the approval of the Company’s shareholders
to the extent such shareholder approval is required under the rules of any stock exchange or automated quotation system on which the shares
may then be listed or quoted. However, without the consent of an affected participant, no amendment, alteration, suspension, discontinuation,
or termination of the Plan may materially and adversely affect the rights of such participant under any award previously granted to the
participant.
Effective Date
and Term. If the Plan is approved by stockholders at the Special Meeting, the Plan will become effective on the Share Increase
Amendment Effective Date, and shall have a term of ten (10) years.
If shareholders do not
approve the adoption of the Plan or if the Company does not implement the Share Increase Amendment, the Plan will not go into effect,
and we will not grant any awards under the Plan. In this event, the board of directors will consider whether to adopt alternative arrangements
based on its assessment of the needs of the Company.
U.S. Federal Income Tax Matters
THE FOREGOING IS ONLY A GENERAL SUMMARY OF THE
EFFECT OF U.S. FEDERAL INCOME TAXATION WITH RESPECT TO THE GRANT OF AWARDS UNDER THE 2024 RESTRICTED STOCK PLAN. IT DOES NOT PURPORT TO
BE COMPLETE AND DOES NOT DISCUSS THE TAX CONSEQUENCES OF AN INDIVIDUAL’S DEATH OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY,
STATE OR FOREIGN COUNTRY IN WHICH ANY ELIGIBLE INDIVIDUAL MAY RESIDE. THE U.S. FEDERAL TAX LAWS MAY CHANGE AND THE FEDERAL, STATE AND
LOCAL TAX CONSEQUENCES FOR ANY PARTICIPANT WILL DEPEND UPON HIS OR HER INDIVIDUAL CIRCUMSTANCES. TAX CONSEQUENCES FOR ANY PARTICULAR INDIVIDUAL
MAY BE DIFFERENT. WE ADVISE PARTICIPANTS TO CONSULT WITH A TAX ADVISOR REGARDING THE TAX IMPLICATIONS OF THEIR TAX AWARDS UNDER THE 2024
RESTRICTED STOCK PLAN.
Withholding Requirements. Prior
to the delivery of any shares of Common Stock pursuant to an award under the Plan, the Company will have the power and the right to deduct
or withhold, or require a participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes.
Compliance with Section 409A. Awards
will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of
Section 409A such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under
Section 409A, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the
settlement or deferral thereof, is subject to Section 409A, the Award will be granted, paid, settled or deferred in a manner that will
meet the requirements of Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax
or interest applicable under Section 409A. The Company or any of its subsidiaries will have no obligation or liability under the terms
of the Plan to reimburse, indemnify, or hold harmless any participant or any other person in respect of awards, for any taxes, interest,
or penalties imposed, or other costs incurred, as a result of Section 409A.
Restricted Share
Awards. A participant will not have income upon the grant of restricted shares unless an election under Section 83(b) of the Internal
Revenue Code of 1986, as amended, and any regulations thereunder (the “Code”) is made within 30 days of the date of grant.
If a timely 83(b) election is made, then a participant will have compensation income equal to the value of the stock less the purchase
price. When the stock is sold, the participant will have capital gain or loss equal to the difference between the sales proceeds and the
value of the stock on the date of grant. If the participant does not make an 83(b) election, then when the stock vests the participant
will have compensation income equal to the value of the stock on the vesting date less the purchase price. When the stock is sold, the
participant will have capital gain or loss equal to the sales proceeds less the value of the stock on the vesting date. Any capital gain
or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.
Restricted Stock
Unit Awards. A participant will not have income upon the grant of a restricted stock unit. A participant is not permitted to make
a Section 83(b) election with respect to a restricted stock unit award. When the restricted stock unit vests, the participant will have
income on the vesting date in an amount equal to the fair market value of the stock on the vesting date less the purchase price, if any.
When the stock is sold, the participant will have capital gain or loss equal to the sales proceeds less the value of the stock on the
vesting date. Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be
short-term.
Tax Consequences
to the Company. There will be no tax consequences to the Company except that the Company will be entitled to a deduction when
a participant has compensation income, subject to the limitations of Section 162(m) of the Code.
New Plan Benefits
The awards that may be granted under the Plan
to any participant or group of participants are indeterminable at the date of this Proxy Statement because participation and the types
of awards that may be granted under the Plan are subject to the discretion of the Administrator. No awards will be granted under the Plan
until the Plan has been approved by the stockholders and Share Increase Amendment has become effective.
Vote Required
Assuming a quorum is present, the affirmative
vote of a majority of the shares present at the Special Meeting and entitled to vote, either in person or by proxy, is required for approval
of the Plan. For purposes of the approval of our Plan, abstentions will have the same effect as a vote against this proposal and broker
non-votes will have no effect on the result of the vote.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” APPROVAL OF THE 2024 RESTRICTED STOCK PLAN.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information regarding
the beneficial ownership of the Company’s Common Stock as of April 10, 2024, by: (i) each person or entity that is known to the
Company to own beneficially more than five percent (5%) of the outstanding shares of the Company’s Common Stock; (ii) each director
and nominee of the Company; (iii) each named executive officer; and (iv) all directors and named executive officers of the Company as
a group.
Under the rules and regulations of the SEC, a
person is a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power
to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose of or to direct
the disposition of the security or has the right to acquire such powers within 60 days.
Name(1) | |
No. of Shares (3) | | |
Percentage of Common Stock (4) | |
Executive Officers and Directors: | |
| | |
| |
Yucheng
Hu, Director, Chairman, President and Chief Executive Officer | |
| 5,623,700 | | |
| 15.63 | % |
Xiangchen
Gao, Chief Operating Officer (2) | |
| 12,000 | | |
| * | |
Qin
(Carol) Wang, Chief Financial Officer, Company Secretary and Treasurer | |
| 6,000 | | |
| * | |
Jianan
Jiang, Director | |
| 0 | | |
| * | |
Siyuan
Zhu, Director | |
| 0 | | |
| * | |
Qin
Yao, Director | |
| 0 | | |
| * | |
All directors and executive officers as
a group (6 persons) | |
| 5,641,700 | | |
| 15.63 | % |
| |
| | | |
| | |
5% or greater owners: | |
| - | | |
| - | |
Yucheng
Hu, Director, Chairman, President and Chief Executive Officer | |
| 5,623,700 | | |
| 15.63 | % |
| (1) | Unless
otherwise indicated, the business address of each of the individuals is c/o Mega Matrix Corp., 3000 El Camino Real, Bldg. 4, Suite 200,
Palo Alto, California 94306. |
| (2) | Includes
6,000 shares of common stock and issuable upon settlement of vested RSUs. |
| (3) | Except
as indicated in the footnotes to this table, the stockholders named in the table are known to the Company to have sole voting and investment
power with respect to all shares of Common Stock shown as beneficially owned by them, subject to community property laws where applicable.
Beneficial ownership of shares is determined in accordance with the rules of the SEC and generally includes any shares over which a person
exercises sole or shared voting or investment power, or of which a person has the right to acquire ownership within sixty (60) days after
April 10, 2024. |
| (4) | For
purposes of calculating percentages, 38,768,431 shares, consisting of all of the outstanding shares of Common Stock outstanding as of
April 10, 2024. |
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
Requirements for Stockholder Proposals to be
Brought Before 2024 Annual Meeting
For stockholder proposals to be properly brought
before an annual stockholders meeting, the stockholder must have given timely notice thereof in writing to the Secretary of the Company
pursuant to the provisions of the Company’s Bylaws. To be timely for the 2024 Annual Meeting of Stockholders (“2024 Annual
Meeting”), notice of any stockholder proposals must be delivered to the Secretary of the Company at the principal executive offices
of the Company no later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, in advance
of the anniversary of the previous year’s annual meeting; provided, however, that in the event that the date of the annual meeting
is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, to be timely such notice must be received
no earlier than the close of business on the 120th day prior to the annual meeting and no later than the close of business on the later
of: (1) the 90th day prior to the annual meeting and (2) the close of business on the 10th day following the first date on which the date
of such meeting is publicly disclosed. Accordingly, with respect to our 2024 Annual Meeting, our Bylaws require written notice to be delivered
to the Secretary at the principal executive offices of the Company, as early as September 16, 2024, but no later than October 16, 2024,
unless advanced by more than 30 days or delayed by more than 60 days from December 15, 2023. A stockholder’s notice to the Secretary
must set forth, as to each matter the stockholder proposes to bring before the 2024 Annual Meeting: (i) a brief description of the business
desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) the name and record address
of the stockholder proposing such business, (iii) the number of shares of the Company’s Common Stock which are beneficially owned
by the stockholder, (iv) any material interest of the stockholder in such business and (v) certain other detailed information as set forth
in Article II, Section 2.12 of the Bylaws of the Company. See also “Requirements
for Stockholder Proposals to be Considered for Inclusion in the Company’s Proxy Materials for 2024 Annual Meeting”.
Requirements for Director Nominations for 2024
Annual Meeting
For nominations by a stockholder of persons for
election to the board of directors to be properly brought before an annual stockholders meeting,
the stockholder must have given timely notice thereof in writing to the Secretary of the Company pursuant to the provisions
of the Company’s Bylaws. To be timely for the 2024 Annual Meeting, written notice of any stockholder director nominations must be
delivered to the Secretary of the Company at the principal executive offices of the Company by the same deadlines as described under “Requirements
for Stockholder Proposals to be Brought Before 2024 Annual Meeting” above. A
stockholder’s notice delivered to the Secretary must set forth, as to each person the stockholder proposes to nominate for election
as a director, all of the detailed information set forth in Article II, Section 2.12 of the
Company’s Bylaws. In addition, the Company may require any proposed nominee to furnish such other information as it may reasonably
require to determine the eligibility of that proposed nominee to serve as an independent director of the Company or that could be material
to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.
In addition, in order to be considered for inclusion
in the Company’s proxy materials for the 2024 Annual Meeting, inclusion of a proxy access stockholder nominee intended to be presented
at the 2024 Annual Meeting pursuant to Section 2.13 of the Bylaws must be received by the Company no later than July 6, 2024 and no earlier
than June 6, 2024 if the 2024 Annual Meeting is held between November 15, 2024 and February 13, 2025 or, if the 2024 Annual Meeting is
not held within these dates, then no earlier than the 150th day prior to the 2024 Annual Meeting and no later than the close of business
on the later of: the 120th day prior to the 2024 Annual Meeting, or the 10th day following the day on which public announcement
of the date of the 2024 Annual Meeting is first made by the Company, and must otherwise meet the requirements of Section 2.13.
Requirements for Stockholder Proposals to be
Considered for Inclusion in the Company’s Proxy Materials for 2024 Annual Meeting
Pursuant to Section 2.12(f) of the Bylaws, Section
2.12 described above shall not apply to a proposal proposed to be made by a stockholder if the stockholder has notified the Company of
the stockholder’s intention to present the proposal at an annual or special meeting only pursuant to and in compliance with Rule
14a-8 under the Exchange Act and such proposal has been included in a proxy statement that has been prepared by the Company to solicit
proxies for such meeting. Under Rule 14a-8, the deadline to submit a proposal is not less than 120 days before the date of the Company’s
proxy statement was released to stockholders in connection with the 2024 Annual Meeting. However, if the date of the 2024 Annual Meeting
has been changed by more than 30 days from the date of the prior year’s annual meeting, then the deadline is a reasonable time before
the company begins to print and send its proxy materials. In addition, there are additional requirements that a stockholder must satisfy
to submit a proposal under Rule 14a-8. Therefore, the Company strongly encourages stockholders who wish to submit a proposal or nomination
to seek independent counsel. The Company will not consider any proposal or nomination that is not timely or otherwise does not meet the
Bylaws and Rule 14a-8 requirements. The Company reserves the right to reject, rule out of order, or take other appropriate action with
respect to any proposal that does not comply with these and other applicable requirements.
Availability of Bylaws
A copy of our Bylaws is available via the SEC’s
website at http://www.sec.gov. You may also contact our Secretary at the address set forth above for a copy of the Bylaws.
Discretionary Voting Authority
If the Company
complies and a stockholder submitting a proposal or director nominee as described above does not comply with the requirements of Rule
14a-4(c)(2) under the Exchange Act, the Company may exercise discretionary voting authority under proxies it solicits to vote in accordance
with its best judgment on any such stockholder proposal or director nomination.
OTHER MATTERS
Management does not know of any matters to be
presented at the Special Meeting other than those set forth herein, nor has it received any notice of any matter by the deadline prescribed
by Rule 14a-4(c)(1) under the Exchange Act. Without limiting the Company’s ability to apply the advance notice provisions in its
Bylaws with respect to the procedures that must be followed for a matter to be properly presented at a special meeting of its stockholders,
if other matters should properly come before the Special Meeting, the proxy holders will vote on such matters in accordance with their
best judgment.
|
By Order of the Board of Directors, |
|
|
|
|
|
Yucheng Hu, |
|
Chairman, Chief Executive Officer and President |
|
|
|
[●], 2024 |
APPENDIX A
CERTIFICATE OF AMENDMENT
TO THE
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
MEGA MATRIX CORP.
Pursuant to Section
242 of the General Corporation Law of the State of Delaware
Mega Matrix Corp., a corporation
organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”) DOES
HEREBY CERTIFY:
1. Pursuant
to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), this Certificate of Amendment (this “Certificate
of Amendment”) to the Second Amended and Restated Certificate of Incorporation of the Corporation (as heretofore amended, the “Certificate
of Incorporation”) amends the provisions of the Certificate of Incorporation.
2. The
Board of Directors of the Corporation has duly adopted resolutions approving and declaring the following amendment to the Certificate
of Incorporation to be advisable and in the best interests of the Corporation and its stockholders.
2. Part
(A) of ARTICLE IV to the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
(A) Authorized Capital Stock.
The total number
of shares of all classes of capital stock which the Corporation shall have authority to issue is 77,000,000 shares of capital stock, consisting
of (i) 75,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), and (ii) 2,000,000
shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).
Notwithstanding
anything to the contrary contained herein, the rights and preferences of the Common Stock shall at all times be subject to the rights
and preferences of the Preferred Stock as may be set forth in this Second Amended and Restated Certificate of Incorporation or one or
more certificates of designations filed with the Secretary of State of the State of Delaware from time to time in accordance with the
DGCL and this Second Amended and Restated Certificate of Incorporation. The number of authorized shares of Common Stock or Preferred Stock
may be increased or decreased (but not below the number of shares thereof then outstanding) from time to time by the affirmative vote
of the holders of at least a majority of the voting power of the Corporation’s then outstanding shares of capital stock entitled
to vote thereon, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor
provision thereto), and no vote of the holders of the Common Stock or the Preferred Stock voting separately as a class or series shall
be required therefor unless a vote of any such holder is required pursuant to this Second Amended and Restated Certificate of Incorporation
(including any certificate of designation relating to any series of Preferred Stock).
4. The foregoing amendment was duly adopted
by the Board of Directors of the Corporation and its stockholders in accordance with the provisions of Section 242 of the DGCL and
Article X of the Certificate of Incorporation.
5. This Certificate of Amendment
shall become effective as of [•] [a.m./p.m.], [Eastern time], on [•], 2024.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Second Amended and Restated Certificate of
Incorporation to be signed by Yucheng Hu, its Chief Executive Officer, this
day of ,
2024.
| Mega Matrix Corp. |
| |
|
| By: |
|
| |
Yucheng Hu |
| Its: |
Chief Executive Officer |
APPENDIX B
MEGA MATRIX CORP.
2024 RESTRICTED STOCK PLAN
1.
Purpose. The purpose of the Mega Matrix Corp. 2024 Restricted Stock Plan (“Plan”) is to advance the interests
of Mega Matrix Corp. (the “Company”) and its shareholders by providing a means to attract, retain, and motivate employees
of the Company and its subsidiaries and affiliates upon whose judgment, initiative and efforts the continued success, growth and development
of the Company is dependent.
2.
Definitions. For purposes of the Plan, the following terms shall be defined as set forth below:
(a) “Administrator”
means, collectively the Board, and/or one or more Committees, and/or one or more executive officers of the Company designated by the Board
to administer the Plan or specific portions thereof.
(b) “Affiliate”
means any entity other than the Company and its Subsidiaries that is designated by the Board or the Committee as a participating employer
under the Plan; provided, however, that the Company directly or indirectly owns at least 20% of the combined voting power of all classes
of equity interests of such entity or at least 20% of the ownership interests in such entity.
(b) “Award”
means any Restricted Share or Restricted Stock Unit granted to an Eligible Person under the Plan.
(c) “Award Agreement”
means any written agreement, contract, or other instrument or document evidencing an Award.
(d) “Beneficiary”
means the person, persons, trust or trusts which have been designated by an Eligible Person in his or her most recent written beneficiary
designation filed with the Company to receive the benefits specified under this Plan upon the death of the Eligible Person, or, if there
is no designated Beneficiary or surviving designated Beneficiary, then the person, persons, trust or trusts entitled by will or the laws
of descent and distribution to receive such benefits.
(e) “Board”
means the Board of Directors of the Company.
(f) “Code”
means the Internal Revenue Code of 1986, as amended from time to time. References to any provision of the Code shall be deemed to include
successor provisions thereto and regulations thereunder.
(g) “Committee”
means the Compensation Committee of the Board, or such other Board committee (which may include the entire Board) as may be designated
by the Board to administer the Plan; provided, however, that, unless otherwise determined by the Board, the Committee shall consist of
two or more directors of the Company, each of whom is a “non-employee director” within the meaning of Rule 16b-3 under the
Exchange Act; provided further, however, that the mere fact that the Committee shall fail to qualify under either of the foregoing requirements
shall not invalidate any Award made by the Committee which Award is otherwise validly made under the Plan.
(h) “Company”
means Mega Matrix Corp., a corporation organized under the laws of Delaware, or any successor corporation.
(i) “Eligible
Person” means an employee, including any director who is also an employee, and director or consultant of the Company, a Subsidiary
or an Affiliate. Notwithstanding any provisions of this Plan to the contrary, an Award may be granted to an employee or consultant in
connection with his or her hiring or retention prior to the date the employee or consultant first performs services for the Company, a
Subsidiary or an Affiliate; provided, however, that any such Award shall not become vested prior to the date the employee or consultant
first performs such services.
(j) “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time. References to any provision of the Exchange Act shall
be deemed to include successor provisions thereto and regulations thereunder.
(k) “Fair
Market Value” means, with respect to Shares or other property, the fair market value of such Shares or other property determined
by such methods or procedures as shall be established from time to time by the Board or the Committee. Unless otherwise determined by
the Board or the Committee in good faith, the Fair Market Value of Shares shall mean the closing price per Share on the date in question
(or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange or market
system on which the Shares are traded, as such prices are officially quoted on such exchange.
(l) “Participant”
means an Eligible Person who has been granted an Award under the Plan.
(m) “Plan”
means this Mega Matrix Corp. 2024 Restricted Stock Plan.
(n) “Restricted
Shares” means an Award of Shares under Section 5 thereof that may be subject to certain restrictions and to a risk of forfeiture.
(o) “Restricted
Stock Units” means an Award of Restricted Stock Units under Section 5 hereof, which represent the right to receive Shares upon settlement
of the Award, subject to the specific terms and conditions of the Award as set forth in the Award Agreement.
(p) “Rule 16b-3”
means Rule 16b-3, as from time to time in effect and applicable to the Plan and Participants, promulgated by the Securities and Exchange
Commission under Section 16 of the Exchange Act.
(q) “Shares”
means common stock, $0.001 par value per share, of the Company.
(r) “Subsidiary”
means any entity (other than the Company) in an unbroken chain of entities beginning with the Company if each of the entities (other than
the last entity in the unbroken chain) owns shares possessing 50% or more of the total combined voting power of all classes of equity
interests in one of the other entities in the chain.
3. Administration.
(a)
Authority of the Administrator. The Plan shall be administered by the Administrator, and the Administrator shall have full
and final authority to take the following actions, in each case subject to and consistent with the provisions of the Plan:
(i)
to select Eligible Persons to whom Awards may be granted;
(ii)
to designate Affiliates;
(iii) to
determine the number of Awards to be granted, the number of Shares to which an Award may relate, the terms and conditions of any Award
granted under the Plan (including, but not limited to, any restriction or condition, any schedule for lapse of restrictions or conditions
relating to transferability or forfeiture, and waiver or accelerations thereof, and waivers of performance conditions relating to an Award,
based in each case on such considerations as the Administrator shall determine), and all other matters to be determined in connection
with an Award;
(iv) to
determine whether, to what extent, and under what circumstances an Award may be settled in cash, Shares, other Awards, or other property,
or an Award may be canceled, forfeited, exchanged, or surrendered;
(v) to
determine whether, to what extent, and under what circumstances cash, Shares, other Awards, or other property payable with respect to
an Award will be deferred either automatically, at the election of the Administrator or at the election of the Eligible Person;
(vi) to
prescribe the form of each Award Agreement, which need not be identical for each Eligible Person;
(vii) to
adopt, amend, suspend, waive, and rescind such rules and regulations and appoint such agents as the Administrator may deem necessary or
advisable to administer the Plan;
(viii) to
correct any defect or supply any omission or reconcile any inconsistency in the Plan and to construe and interpret the Plan and any Award,
rules and regulations, Award Agreement or other instrument hereunder;
(ix) to
accelerate the vesting of all or any portion of any Award;
(x) to
determine whether uncertificated Shares may be used in satisfying Awards and otherwise in connection with the Plan; and
(xi) to
make all other decisions and determinations as may be required under the terms of the Plan or as the Administrator may deem necessary
or advisable for the administration of the Plan.
(b) Manner of Exercise of Administrator
Authority. The Administrator shall have sole discretion in exercising its authority under the Plan. Any action of the Administrator
with respect to the Plan shall be final, conclusive, and binding on all persons, including the Company, Subsidiaries, Affiliates, Eligible
Person, any person claiming any rights under the Plan from or through any Eligible Person and shareholders of any of the foregoing. The
express grant of any specific power to the Administrator, and the taking of any action by the Administrator, shall not be construed as
limiting any power or authority of the Administrator. The Administrator may delegate to other members of the Board or officers or managers
of the Company or any Subsidiary or Affiliate the authority, subject to such terms as the Administrator shall determine, to perform administrative
functions with respect to the Plan.
(c) Limitation
of Liability. Each member of the Administrator shall be entitled to, in good faith, rely or act upon any report or other information
furnished to him or her by any officer or other employee of the Company or any Subsidiary or Affiliate, the Company’s independent
certified public accountants or other professional retained by the Company to assist in the administration of the Plan. No member of the
Administrator, and no officer or employee of the Company acting on behalf of the Administrator, shall be personally liable for any action,
determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Administrator and any officer
or employee of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company
with respect to any such action, determination or interpretation.
4.
Shares Subject to the Plan.
(a) Subject
to adjustment as provided in Section 4(b) hereof, the total number of Shares reserved for issuance in connection with Awards under the
Plan shall be three million (3,000,000). No Award may be granted if the number of Shares to which such Award relates, when added to the
number of Shares previously issued under the Plan exceeds the number of Shares reserved under the applicable provisions of the preceding
sentence. If any Awards are forfeited, canceled, terminated, exchanged or surrendered, or such Award is settled in cash or otherwise terminates
without a distribution of Shares to the Participant, any Shares counted against the number of Shares reserved and available under the
Plan with respect to such Award shall, to the extent of any such forfeiture, settlement, termination, cancellation, exchange or surrender,
again be available for Awards under the Plan.
(b) In
the event that the Administrator shall determine that any dividend in Shares, recapitalization, Share split, reverse split, reorganization,
merger, consolidation, spin-off, combination, repurchase or share exchange, or other similar corporate transaction or event, affects the
Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Eligible Persons under the
Plan, then the Administrator shall make such equitable changes or adjustments as it deems appropriate and, in such manner as it may deem
equitable, adjust any or all of (i) the number and kind of shares which may thereafter be issued under the Plan, and (ii) the number and
kind of shares, other securities or other consideration issued or issuable in respect of outstanding Awards. In addition, the Administrator
is authorized to make adjustments in the terms and conditions of, and the criteria and performance objectives, if any, included in, Awards
in recognition of unusual or non-recurring events (including, without limitation, events described in the preceding sentence) affecting
the Company or any Subsidiary or Affiliate or the financial statements of the Company or any Subsidiary or Affiliate, or in response to
changes in applicable laws, regulations, or accounting principles.
(c) Any
Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or treasury Shares including
Shares acquired by purchase in the open market or in private transactions.
(d) Any
Shares distributed pursuant to an Award, are subject to the Company’s Recovery of Erroneously Awarded Compensation policy.
5. Specific
Terms of Awards.
(a) General.
Awards may be granted on the terms and conditions set forth in is Section 5. In addition, the Administrator may impose on any Award, at
the date of grant or thereafter (subject to Section 7(d) hereof), such additional terms and conditions, not inconsistent with the provisions
of the Plan, as the Administrator shall determine.
(b)
Restricted Shares. The Administrator is authorized to grant Restricted Shares to Eligible Persons on the following terms
and conditions:
(i) Issuance
and Restrictions. Restricted Shares shall be subject to such restrictions on transferability and other restrictions, if any, as the
Administrator may impose at the date of grant or thereafter, which restrictions may lapse separately or in combination at such times,
under such circumstances (including, without limitation, upon achievement of performance criteria if deemed appropriate by the Administrator),
in such installments or otherwise, as the Administrator may determine. Except to the extent restricted under the Award Agreement relating
to the Restricted Shares, an Eligible Person granted Restricted Shares shall have all of the rights of a shareholder including, without
limitation, the right to vote Restricted Shares and the right to receive dividends thereon.
(ii) Forfeiture.
Except as otherwise determined by the Administrator, at the date of grant or thereafter, upon termination of service during the applicable
restriction period, Restricted Shares and any accrued but unpaid dividends that are at that time subject to restrictions shall be forfeited;
provided, however, that the Administrator may provide, by rule or regulation or in any Award Agreement, or may determine in any individual
case, that restrictions or forfeiture conditions relating to Restricted Shares will be waived in whole or in part in the event of terminations
resulting from specified causes, and the Administrator may in other cases waive in whole or in part the forfeiture of Restricted Shares.
(iii) Certificates
for Shares. Restricted Shares granted under the Plan may be evidenced in such manner as the Administrator shall determine. If certificates
representing Restricted Shares are registered in the name of the Eligible Person, such certificates shall bear an appropriate legend referring
to the terms, conditions, and restrictions applicable to such Restricted Shares, and the Company shall retain physical possession of the
certificate.
(iv) Dividends.
Dividends paid on Restricted Shares shall be either paid at the dividend payment date, or deferred for payment to such date as determined
by the Administrator, in cash or in unrestricted Shares having a Fair Market Value equal to the amount of such dividends. Shares distributed
in connection with a Share split or dividend in Shares, and other property distributed as a dividend, shall be subject to restrictions
and a risk of forfeiture to the same extent as the Restricted Shares with respect to which such Shares or other property has been distributed.
(c) Restricted
Stock Units. The Administrator is authorized to grant Restricted Stock Units to Eligible Persons on the following terms and conditions:
(i) Nature
of Restricted Stock Units; Accounts. Each Restricted Stock Unit awarded shall represent a right for one Share to be delivered upon
settlement of the Award, which right shall be subject to a risk of forfeiture and cancellation and to the other terms and conditions set
forth in the Plan and the Award Agreement. The Company shall establish and maintain a Participant account to record Restricted Stock Units
and transactions and events affecting such units. Restricted Stock Units and other items reflected in the account will represent only
bookkeeping entries by the Company to evidence unfunded obligations of the Company.
(ii) Forfeiture
and Vesting. A Restricted Stock Unit Award Agreement may provide for forfeiture and cancellation of the Restricted Stock Units upon
termination of the Participant’s employment with the Company or nonperformance of specified performance measures established by
the Administrator. A Restricted Stock Unit Award Agreement may also provide for vesting periods which require the passage of time and/or
the occurrence of events in order for the Restricted Stock Units to vest and become no longer subject to forfeiture.
(iii) Settlement
and Certificates for Shares. Restricted Stock Units (if not previously cancelled or forfeited) shall be settled on the date or dates
set forth in the Award Agreement. Settlement of a Restricted Stock Unit Award shall be made in accordance with the terms and conditions
of the applicable Award Agreement. A Restricted Stock Unit Award Agreement may provide that settlement may be made (A) solely through
the issuance of Shares or (B) at the mutual election of the Participant and the Company, in a combination of Shares and cash. Upon the
settlement of a Restricted Stock Unit Award, the Company may deliver to the Participant a certificate for the number of Shares issued
to the Participant in settlement of the Award.
(iv) Dividend
Equivalents. Restricted Stock Units shall not be credited with Dividend Equivalents unless specifically provided for in the Award
Agreement, and then only upon such terms and conditions as set forth in the Award Agreement. For purposes of this provision, the term
“Dividend Equivalent” means a right with respect to a Restricted Stock Unit to receive cash, Shares or other property equal
in value and form to dividends declared by the Board and paid with respect to outstanding Shares. Dividend Equivalents shall not apply
to a Restricted Stock Unit Award unless specifically provided for in the Award Agreement, and if specifically provided for in the Award
Agreement shall be subject to such terms and conditions set forth in the Award Agreement as the Administrator shall determine.
6. Certain
Provisions Applicable to Awards.
(a) Stand-Alone,
Additional, Tandem and Substitute Awards. Awards granted under the Plan may, in the discretion of the Administrator, be granted to
Eligible Persons either alone or in addition to, in tandem with, or in exchange or substitution for, any other Award granted under the
Plan or any award granted under any other plan or agreement of the Company, any Subsidiary or Affiliate, or any business entity to be
acquired by the Company or a Subsidiary or Affiliate, or any other right of an Eligible Person to receive payment from the Company or
any Subsidiary or Affiliate. Awards may be granted in addition to or in tandem with such other Awards or awards, and may be granted either
as of the same time as or a different time from the grant of such other Awards or awards.
(b) Form
of Payment Under Awards. Subject to the terms of the Plan and any applicable Award Agreement, payments to be made by the Company or
a Subsidiary or Affiliate upon the grant or maturation of an Award may be made in such forms as the Administrator shall determine at the
date of grant or thereafter, including, without limitation, cash, Shares, notes, or other property, and may be made in a single payment
or transfer, in installments, or on a deferred basis. The Administrator may make rules relating to installment or deferred payments with
respect to Awards, including the rate of interest to be credited with respect to such payments, and the Administrator may require deferral
of payment under an Award if, in the sole judgment of the Administrator, it may be necessary in order to avoid nondeductibility of the
payment under Section 162(m) of the Code.
(c) Nontransferability.
Unless otherwise set forth by the Administrator in an Award Agreement, Awards shall not be transferable by an Eligible Person except by
will or the laws of descent and distribution (except pursuant to a Beneficiary designation). An Eligible Person’s rights under the
Plan may not be pledged, mortgaged, hypothecated, or otherwise encumbered, and shall not be subject to claims of the Eligible Person’s
creditors.
(d) Noncompetition.
The Administrator may, by way of the Award Agreements or otherwise, establish such other terms, conditions, restrictions and/or limitations,
if any, of any Award, provided they are not inconsistent with the Plan, including, without limitation, the requirement that the Participant
not engage in competition with the Company.
7. Forfeiture
Events. The Administrator may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect
to an Award will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition upon the occurrence of
certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Notwithstanding any provisions
to the contrary under this Plan, an Award will be subject to the Company’s clawback policy as may be established and/or amended
from time to time to comply with applicable laws (including, without limitation, pursuant to the listing standards of any national securities
exchange or association on which the Company’s securities are listed or as may be required by the Dodd-Frank Wall Street Reform
and Consumer Protection Act) (the “Clawback Policy”). The Administrator may require a Participant to forfeit, return or reimburse
the Company all or a portion of the Award and any amounts paid thereunder pursuant to the terms of the Clawback Policy or as necessary
or appropriate to comply with applicable laws. Unless this Section 7 specifically is mentioned and waived in an Award Agreement or other
document, no recovery of compensation under a Clawback Policy or otherwise will constitute an event that triggers or contributes to any
right of a Participant to resign for “good reason” or “constructive termination” (or similar term) under any agreement
with the Company or any Subsidiary of the Company.
8. General
Provisions.
(a) Compliance
with Legal and Trading Requirements. The Plan, the granting and exercising of Awards thereunder, and the other obligations of the
Company under the Plan and any Award Agreement, shall be subject to all applicable federal, state and foreign laws, rules and regulations,
and to such approvals by any regulatory or governmental agency as may be required. The Company, in its discretion, may postpone the issuance
or delivery of Shares under any Award until completion of such stock exchange or market system listing or registration or qualification
of such Shares or other required action under any state or federal law, rule or regulation as the Company may consider appropriate, and
may require any Participant to make such representations and furnish such information as it may consider appropriate in connection with
the issuance or delivery of Shares in compliance with applicable laws, rules and regulations. No provisions of the Plan shall be interpreted
or construed to obligate the Company to register any Shares under federal, state or foreign law. The Shares issued under the Plan may
be subject to such other restrictions on transfer as determined by the Administrator.
(b) No
Right to Continued Employment or Service. Neither the Plan nor any action taken thereunder shall be construed as giving any employee
the right to be retained in the employ of the Company or any of its Subsidiaries or Affiliates, nor shall it interfere in any way with
the right of the Company or any of its Subsidiaries or Affiliates to terminate any employee’s employment at any time.
(c) Taxes.
The Company or any Subsidiary or Affiliate is authorized to withhold from any Award granted any payment relating to an Award under the
Plan, including from a distribution of Shares, or any payroll or other payment to an Eligible Person, amounts of withholding and other
taxes due in connection with any transaction involving an Award, and to take such other action as the Administrator may deem advisable
to enable the Company and Eligible Persons to satisfy obligations for the payment of withholding taxes and other tax obligations relating
to any Award. This authority shall include authority to withhold or receive Shares or other property and to make cash payments in respect
thereof in satisfaction of an Eligible Person’s tax obligations; provided, however, that the amount of tax withholding to be satisfied
by withholding Shares shall be limited to the minimum amount of taxes, including employment taxes, required to be withheld under applicable
Federal, state, local and foreign law.
(d) Changes
to the Plan and Awards. The Board may amend, alter, suspend, discontinue, or terminate the Plan or the Administrator’s authority
to grant Awards under the Plan without the consent of shareholders of the Company or Participants, except that any such amendment or alternation
shall be subject to the approval of the Company’s shareholders to the extent such shareholder approval is required under the rules
of any stock exchange or automated quotation system on which the Shares may then be listed or quoted; provided, however, that, without
the consent of an affected Participant, no amendment, alteration, suspension, discontinuation, or termination of the Plan may materially
and adversely affect the rights of such Participant under any Award theretofore granted to him or her. The Administrator may waive any
conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate, any Award theretofore granted, prospectively
or retrospectively; provided, however, that, without the consent of a Participant, no amendment, alteration, suspension, discontinuation
or termination of any Award may materially and adversely affect the rights of such Participant under any Award theretofore granted to
him or her.
(e) No
Rights to Awards; No Shareholder Rights. No Eligible Person or employee shall have any claim to be granted any Award under the Plan,
and there is no obligation for uniformity of treatment of Eligible Persons and employees. No Award shall confer on any Eligible Person
any of the rights of a shareholder of the Company unless and until Shares are duly issued or transferred to the Eligible Person in accordance
with the terms of the Award.
(f) Unfunded
Status of Awards. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or
any Award shall give any such Participant any rights that are greater than those of a general creditor of the Company; provided, however,
that the Administrator may authorize the creation of trusts or make other arrangements to meet the Company’s obligations under the
Plan to deliver cash, Shares, other Awards, or other property pursuant to any Award, which trusts or other arrangements shall be consistent
with the “unfunded” status of the Plan unless the Administrator otherwise determines with the consent of each affected Participant.
(g) Nonexclusivity
of the Plan. Neither the adoption of the Plan by the Board nor its submission to the shareholders of the Company for approval shall
be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable,
and such arrangements may be either applicable generally or only in specific cases.
(h) Not
Compensation for Benefit Plans. No Award payable under this Plan shall be deemed salary or compensation for the purpose of computing
benefits under any benefit plan or other arrangement of the Company for the benefit of its employees unless the Company shall determine
otherwise.
(i) No
Fractional Shares. Unless otherwise determined by the Administrator, no fractional Shares shall be issued or delivered pursuant to
the Plan or any Award. The Administrator shall determine whether cash, other Awards, or other property shall be issued or paid in lieu
of such fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.
(j) Governing
Law. The validity, construction, and effect of the Plan, any rules and regulations relating to the Plan, and any Award Agreement shall
be determined in accordance with the laws of the State of Delaware, without giving effect to principles of conflict of laws thereof.
(k) Effective
Date; Plan Termination. Unless extended by amendment approved by the stockholders, the Plan will expire ten (10) years from its effective
date. The Plan will become effective on the date it is approved by the stockholders and upon filing of the Certificate of Amendment amending
the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to increase the authorized number of shares
of Common Stock from 40,000,000 to 75,000,000.
(l) Titles
and Headings. The titles and headings of the Sections in the Plan are for convenience of reference only. In the event of any conflict,
the text of the Plan, rather than such titles or headings, shall control.
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.
Vote by Internet -QUICK AND
EASY
IMMEDIATE - 24 Hours a Day, 7 Days a
Week or by Mail
MEGA MATRIX CORP. |
Your
Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.
Votes submitted electronically over the Internet must be received by 11:59 p.m., EST, on ______, 2024. |
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INTERNET/MOBILE – www.cstproxyvote.com
Use the Internet to vote your proxy. Have your proxy card
available when you access the above website. Follow the prompts to vote your shares. |
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Vote at the Meeting –
If you plan to attend the virtual online special meeting,
you will need your 12 digit control number to vote electronically at the special meeting. To attend:
https://www.cstproxy.com/_________ |
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PLEASE
DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY.
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MAIL – Mark, sign
and date your proxy card and return it in the postage-paid envelope provided. |
☐ FOLD HERE
• DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED ☐
PROXY |
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Please mark
your votes
like this |
☒ |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
PROPOSALS 1 AND 2.
1. To
approve an amendment to our Second Amended and Restated Certificate of Incorporation, as amended, to increase the authorized shares of
Common Stock of the Company from 40,000,000 to 75,000,000. |
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FOR
☐ |
AGAINST
☐ |
ABSTAIN
☐ |
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2. To approve the proposed Mega Matrix Corp. 2024
Restricted Stock Plan. |
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FOR
☐ |
AGAINST
☐ |
ABSTAIN
☐ |
Signature____________________________________ Signature, if held jointly ________________________________________ Date_______, 2024
Note: Please sign exactly as name appears hereon. When shares
are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer,
please give title as such.
☐ FOLD HERE
• DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED ☐
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
MEGA MATRIX CORP.
The undersigned appoints Yucheng
Hu and Qin (Carol) Wang, and each of them, as proxies, each with the power to appoint his/her substitute, and authorizes each of them
to represent and to vote, as designated on the reverse hereof, all of the shares of common stock of Mega Matrix Corp. held of record
by the undersigned at the close of business on ________, 2024 at the Special Meeting of Stockholders of Mega Matrix Corp. to be held
on ____________, 2024, or at any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED
WILL BE VOTED AS INDICATED. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF PROPOSALS 1 AND 2, AND IN ACCORDANCE
WITH THE JUDGMENT OF THE PERSONS NAMED AS PROXY HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING. THIS PROXY
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
(Continued and to be marked, dated and signed, on the
other side)
Grafico Azioni Mega Matrix (AMEX:MTMT)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Mega Matrix (AMEX:MTMT)
Storico
Da Giu 2023 a Giu 2024