Contract
Exhibit 10.2
This Confirmation is dated the Signing Date (as defined below) and made between the Parties (as defined below) and constitutes a confirmation as described in the Share Exchange Agreement VERSION 2021001 (the "Master Agreement"), which is hereby incorporated into this Confirmation by reference and shall be read together with this Confirmation to form a single agreement. All terms defined in the Master Agreement shall, unless otherwise defined herein or the context requires otherwise, have the same meanings in this Confirmation.
Seller/Shareholder | Number of Shares of Underlying Asset Held by |
Number of Shares of Underlying Asset To Sell |
Number of Parent Entity Common Stock To Receive |
XXXX XXX HEI | 6,430 | 1,530 | 705,069 |
XXX XXXXX XXX | 1,275 | 1,275 | 587,557 |
XXX XXX SAN XXXXXXXX | 1,275 | 1,275 | 587,557 |
TO KA HEN XXXX | 1,020 | 1,020 | 470,046 |
TOTAL | 10,000 | 5,100 | 2,350,230 |
KEY COMMERCIAL TERMS
1. | "Address of Shareholders" means Mandar House, 3rd Floor, Xxxxxxx'x Ghut, Tortola, British Virgin Island |
2. | "Common Stock" means the ordinary shares of Cosmos Group Holding Inc |
3. | "Closing Date" means 31 December 2021 |
4. | "Director Representative" means Chan Man Xxxxx a Director of the Parent Entity |
5. | "Key Assets" means all goodwill, rights, Intellectual Property and all other tangible and intangible assets belonging to the Underlying Asset. |
6. | "Majority Ownership" means 51% or as close as possible to but not less than 51%, ownership and voting rights in the Underlying Asset. |
7. | "Parent Entity" means Cosmos Group Holdings Inc, a Nevada incorporated company listed on the United States OTC market and regulated by the SEC |
8. | "Party" means each Shareholder and the Purchaser |
9. | "Parties" means collectively Shareholders and the Purchaser |
10. | "Purchaser" means MASSIVE TREASURE LIMITED (BVI Company Number: 2055795), a company incorporated in the Territories of the British Virgin Islands and having its registered office at Wickhams Cay 1, Road Town, To1tola, British Virgin Islands |
11. | "Purchaser Additional Undertakings" means NA |
12. | "Relevant Number" means 1,974,194 |
13. | "Relevant Percentage" means 51 % |
14. | "Shareholder" means each Shareholder A, Shareholder B, Shareholder C and Shareholder D |
15. | "Shareholders" means collectively Shareholder A, Shareholder B, Shareholder C and Shareholder D |
16. | Shareholder A" means XXXX XXX HEI, an individual with Hong Kong Passport number XX0000000 and having his address at Xxxx X, 00/X, Xxxxx Xxxxx, 0 Xxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxx Xxxx |
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17. | "Shareholder B" means XXX XXXXX XXX, an individual with Hong Kong Passport number XX0000000 and having his address at Xxxx X, 0/X, Xxx 0, Xxx 7, Villa Concerto Symphony Bay, Ma On Shan, NT, Hong Kong |
18. | "Shareholder C" means XXX XXX SAN XXXXXXXX, an individual with Singapore identity card number E6652632N and having his address at Apt Blk 000 Xxxxx Xxx Xxxxxx 00 #00-00 Xxxxxxxxx 000000 |
19. | "Shareholder D" means TO KA HIN XXXX, an individual with Hong Kong Passport number X00000000 and having his address at Xxxx X, 0/X, Xxx Xxxxx 3, 8 Yin Ping Rd, Beacon Hill, Kln, Hong Kong |
20. | "Signing Date" means 15 October 2021 |
21. | "Seller" means Shareholder A and/or Shareholder B and/or Shareholder and/or C and/or Shareholder D |
22. | "Seller Additional Undertakings" means (a) Seller and/or Underlying Asset will ensure that the Purchaser will always maintain Majority Ownership of the Underlying Asset in any event; |
23. | "Underlying Asset" means NFT Limited (BVI Company Number: 2070700), a company incorporated in British Virgin Island and having its registered office at Mandar House, 3rd Floor, Xxxxxxx'x Ghut, Tortola, British Virgin Island |
24. | "Underlying Asset Number" means 10,000 |
25. | "Underlying Asset Incorporation Date" means 27 July 2021 |
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IN WITNESS WHEREOF, this Confirmation has been executed by the parties hereto as of the Signing Date.
SELLER:
SIGNED, SEALED and DELIVERED | ) | |
as a Deed by | ) | |
XXXX XXX HEI | ) | |
) | ||
) | ||
) | ||
) | ||
) | ||
) | /s/ XXXX XXX HEI |
Number of Shares to sell: 1,530
Number of Common Stock to receive in exchange: 592,25
SIGNED, SEALED and DELIVERED | ) | |
as a Deed by | ) | |
XXX XXXXX XXX | ) | |
) | ||
) | ||
) | ||
) | ||
) | ||
) | /s/ XXX XXXXX XXX |
Number of shares to sell: 1,275
Number of Common Stock to receive in exchange: 493,548
SIGNED, SEALED and DELIVERED | ) | |
as a Deed by | ) | |
XXX XXX SAN XXXXXXXX | ) | |
) | ||
) | ||
) | ||
) | ||
) | ||
) | /s/ XXX XXX SAN XXXXXXXX |
Number of shares to sell: 1,275
Number of Common Stock to receive in exchange: 493,548
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SIGNED, SEALED and DELIVERED | ) | |
as a Deed by | ) | |
TO KA HIN XXXX | ) | |
) | ||
) | ||
) | ||
) | ||
) | ||
) | /s/ TO KA HIN XXXX |
Number of shares to sell: 1,020
Number of Common Stock to receive in exchange: 394,839
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PURCHASER:
SIGNED, SEALED and DELIVERED | ||
as a Deed by | ||
CHAN MAN XXXXX | ||
its director(s) or authorised signature(s) (duly authorised by resolution of the board of directors) for and on behalf of MASSIVE TREASURE LIMITED |
/s/ CHAN MAN XXXXX | |
DIRECTOR REPRESENTATIVE OF COSMOS GROUP HOLDING INC:
SIGNED, SEALED and DELIVERED | ||
as a Deed by | ||
CHAN MAN XXXXX | ||
its director(s) or authorised signature(s) (duly authorised by resolution of the board of directors) for and on behalf of COSMOSGROUP HOLDING INC. |
/s/ CHAN MAN XXXXX | |
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