EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • January 6th, 2022 • Cosmos Group Holdings Inc. • Trucking & courier services (no air) • New York
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 31, 2021 (the “Execution Date”), by and between Cosmos Group Holdings, Inc, a Nevada corporation (the “Company”), and Williamsburg Venture Holdings, LLC, a Nevada limited liability company (the “Investor”).
COSMOS GROUP HOLDINGS INC. DIRECTOR RETAINER AGREEMENTDirector Retainer Agreement • January 18th, 2019 • Cosmos Group Holdings Inc. • Trucking & courier services (no air) • Nevada
THIS DIRECTOR RETAINER AGREEMENT (“Agreement”) is entered into by and between Cosmos Group Holdings, Inc., a Nevada corporation (“Corporation”) and Chio Meng LEUNG (“Director”) as of January 14, 2019.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 8th, 2022 • Cosmos Group Holdings Inc. • Finance services • Hong Kong
THIS NOTE PURCHASE AGREEMENT (the “Purchase Agreement”) dated as of August 2, 2022, is between Cosmos Group Holdings Inc., a Nevada corporation (the “Company”), and Chan Hin Yip (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 6th, 2022 • Cosmos Group Holdings Inc. • Trucking & courier services (no air) • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 31, 2021 (the “Execution Date”), is entered into by and between Cosmos Group Holdings, Inc., a Nevada corporation (the “Company”), and Williamsburg Venture Holdings, LLC, a Nevada limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Equity Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 19th, 2019 • Cosmos Group Holdings Inc. • Trucking & courier services (no air) • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of July 19, 2019 (the “Effective Date”, by and between Cosmos Group Holdings, Inc., a Nevada corporation (the “Company”), and Wing Lok Jonathan SO (the “Executive”).
ContractShare Exchange Agreement • October 18th, 2021 • Cosmos Group Holdings Inc. • Trucking & courier services (no air) • Nevada
THIS SHARE EXCHANGE AGREEMENT (the “Agreement”), is VERSION 2021001 to be incorporated by reference by the parties as set forth in the relevant confirmation (the “Confirmation”).
DATE: [DATE] (the “Effective Date”) CONSULTANCY AGREEMENTConsultancy Agreement • May 19th, 2022 • Cosmos Group Holdings Inc. • Trucking & courier services (no air)
TECHNICAL KNOWHOW LICENSE AND SERVICING AGREEMENTTechnical Knowhow License and Servicing Agreement • November 1st, 2022 • Cosmos Group Holdings Inc. • Finance services
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 16th, 2021 • Cosmos Group Holdings Inc. • Trucking & courier services (no air)
THIS STOCK PURCHASE AGREEMENT is made and entered into this 14th day of June, 2021, by and among COSMOS GROUP HOLDINGS INC., a Nevada corporation (the “Company”), the Sellers set forth on the signature pages hereto (the “Sellers”), and the purchasers set forth on Exhibit A, attached hereto and incorporated herein (each, a “Purchaser”, and collectively, the “Purchasers”). Sellers own, or shall own on the date of the Closing Date (as defined in Section 2 below), an aggregate of 14,380,288 shares of the common stock of the Company. Purchasers desire to purchase from Sellers, and Sellers are willing to sell shares of such common stock, subject to the terms and conditions contained in this Agreement.
SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • October 27th, 2021 • Cosmos Group Holdings Inc. • Trucking & courier services (no air)
THIS AGREEMENT is entered into with effect from the Effective Date (as defined in the Schedule) between the Vendor (as defined in the Schedule), as seller, the Purchaser (as defined in the Schedule), as buyer, and the Fee Earner (as defined in the Schedule) (the “Agreement”).
Transportation Service ContractTransportation Service Contract • July 31st, 2017 • Cosmos Group Holdings Inc. • Trucking & courier services (no air)
Party B has broad international vision and experience of overseas freight carrier services and Party A is preparing to start its China's cross-border logistics delivery business, in order to promote synergies cooperation between both parties, according to the " Contract Law of People's Republic of China " and the relevant provisions of the transportation of goods, Party B would provide logistic and delivery services with the terms and conditions stipulated below after several negotiation and consultation.
Loan AgreementLoan Agreement • April 3rd, 2023 • Cosmos Group Holdings Inc. • Finance services • Hong Kong
Termination AgreementTermination Agreement • December 27th, 2019 • Cosmos Group Holdings Inc. • Trucking & courier services (no air) • Hong Kong
This Termination Agreement ("Agreement") is effective as of 27th December, 2019 ("Effective Date"), Cosmos Group Holdings, Inc., a Nevada corporation (“COSG”), on the one hand, and Hong Kong Healthtech Limited, a limited liability company organized under the laws of Hong Kong (“HKHL”), 深圳傅正勤教育科技有限公司Shenzhen Fu Zheng Qin Education Technology Limited (formerly known as Shenzhen Yongle Innovative Education Limited), a limited company organized under the laws of the People’s Republic of China (“SZFZQ”) and their Affiliates (together with HKHL, the “HKHL Entities”), each only, with respect to their respective obligations hereunder, on the other hand.. The parties are collectively referred to as "Parties" and individually as "Party".
Employment AgreementEmployment Agreement • May 23rd, 2017 • Cosmos Group Holdings Inc.
This employment agreement effective as of the 01st January, 2015 between Lee Tat Transportation International Limited (Employer) and Cheung Koon Wing (Employee), Employer and employee agrees to the following terms and conditions:
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • June 6th, 2019 • Cosmos Group Holdings Inc. • Trucking & courier services (no air) • Nevada
This nonbinding Memorandum of Understanding (“MOU”), dated June 6, 2019, is by and between Cosmos Group Holdings, Inc., a Nevada Corporation (the “Company” or “COSG”), on the one hand, and SO Wing Lok Jonathan (“SWL”) and Hong Kong Healthtech Limited, a limited company organized under the laws of Hong Kong (“HKHL”), on the other hand (each hereinafter referred to as “Party”, collectively referred to hereinafter as the “Parties”). This nonbinding MOU is an expression of the mutual intent of the Parties relating to a potential cooperation or strategic partnership between the parties to enable COSG to enter into the education business (the “Cooperation”). The consummation of the Cooperation is contingent upon the successful negotiation, execution, and delivery of definitive agreements between the Parties setting forth in detail the terms and conditions of such proposed Cooperation (the “Definitive Agreements”).
ContractShare Exchange Confirmation • October 18th, 2021 • Cosmos Group Holdings Inc. • Trucking & courier services (no air)
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.
Lee Tat Transportation Service ContractTransportation Service Contract • May 23rd, 2017 • Cosmos Group Holdings Inc.
Party B has broad international vision and experience of overseas freight carrier services and Party A is preparing to start its China's cross-border logistics delivery business, in order to promote synergies cooperation between both parties, according to the " Contract Law of People's Republic of China " and the relevant provisions of the transportation of goods, Party B would provide logistic and delivery services with the terms and conditions stipulated below after several negotiation and consultation.
COSG Car APP Promotion and Membership Management Collaboration AgreementCosg Car App Promotion and Membership Management Collaboration Agreement • March 20th, 2018 • Cosmos Group Holdings Inc. • Trucking & courier services (no air)
Pursuant to the “Contract Law of the People's Republic of China” and after friendly consultation between the two parties and in accordance with the principles of equality, mutual benefit and good will, the parties to this agreement wish to collaborate in carrying out“COSG Car APP Promotion and Membership Management” and establish a framework to govern their respective rights and obligations in relation to the collaboration. This Agreement sets out the terms and conditions upon which the Parties have agreed to collaborate.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • July 19th, 2019 • Cosmos Group Holdings Inc. • Trucking & courier services (no air) • Nevada
This SHARE EXCHANGE AGREEMENT (hereinafter referred to as “this Agreement”) dated as of July 19, 2019, by and among Cosmos Group Holdings, Inc., a Nevada corporation (“COSG” or the “Company”), on the one hand, and Hong Kong Healthtech Limited, a limited company organized under the laws of Hong Kong (“HKHL”) and each of the undersigned parties (each, an “Investor,” and collectively, the “Investors”), on the other hand.
SUPPLY AND SERVICE AGREEMENTSupply and Service Agreement • December 27th, 2019 • Cosmos Group Holdings Inc. • Trucking & courier services (no air) • Hong Kong
WHEREAS, Grantor is the sole and exclusive owner of certain intellectual properties including but not limited to patents, knowhow, trade secrets and other confidential or proprietary information, registered designs, copyrights, design rights, typography rights, trademarks, service marks, business names, registrations of and applications to register any of the aforesaid items, rights in the nature of any of the aforesaid items in any country, rights in the nature of unfair competition rights and rights to sue for passing off in connection with the items the particulars of which are set out in the Appendices I and II.
SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • July 28th, 2021 • Cosmos Group Holdings Inc. • Trucking & courier services (no air)
THIS AGREEMENT is entered into with effect from the Effective Date (as defined in the Schedule 1) between the Vendor (as defined in the Schedule 1), as seller, the Purchaser (as defined in the Schedule 1), as buyer, and the Fee Earner (as defined in the Schedule 1) (the “Agreement”).
Car Rental Collaboration AgreementCar Rental Collaboration Agreement • April 17th, 2018 • Cosmos Group Holdings Inc. • Trucking & courier services (no air)
Address: Shop No. 105-109, 1/F & Shop No. 201-208, 210-218, 2/F, No.38 Guihe Road, Shuitou Road Section, Huaya Plaza, Nanhai Qu, Foshan City, Guangdong Province, China
DATE: THE 17TH DAY OF SEPTEMBER 2018 Cosmos Group Holdings Inc. (as the Vendor) and GUAN, LILUN (as the Purchaser) AGREEMENT FOR SALE AND PURCHASE OF SHARES IN COSG INTERNATIONAL HOLDINGS LIMITEDAgreement for Sale and Purchase of Shares • October 10th, 2018 • Cosmos Group Holdings Inc. • Trucking & courier services (no air) • Hong Kong
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • June 11th, 2019 • Cosmos Group Holdings Inc. • Trucking & courier services (no air) • Nevada
This nonbinding Memorandum of Understanding (“MOU”), dated June 11, 2019, is by and among Cosmos Group Holdings, Inc., a Nevada Corporation (the “Company” or “COSG”), Koon Wing CHEUNG (“KWC”), YIP Tze Wai Albert (“AY”) and WONG Kai Chi (“HW”), (each hereinafter referred to as “Party”, collectively referred to hereinafter as the “Parties”). This nonbinding MOU is an expression of the mutual intent of the Parties relating to a potential employment relationship between COSG and each of AY and HW (the “Employment”). The consummation of the Employment is contingent upon the successful negotiation, execution, and delivery of definitive agreements between the Parties setting forth in detail the terms and conditions of such proposed Employment (the “Definitive Agreements”).
July 19, 2019 Dear Mr. CHEUNG Koon Wing Employment Agreement of YIP Tze Wai AlbertEmployment Agreement • July 19th, 2019 • Cosmos Group Holdings Inc. • Trucking & courier services (no air)
We refer to the Employment Agreement between Cosmos Group Holdings, Inc. (the “Company”) and YIP Tze Wai Albert (the “Executive”) dated July 19, 2019 (the “Agreement”).
INTELLECTUAL PROPERTY OWNERSHIP AND LICENSE AGREEMENTIntellectual Property Ownership and License Agreement • July 19th, 2019 • Cosmos Group Holdings Inc. • Trucking & courier services (no air) • Nevada
THIS INTELLECTUAL PROPERTY OWNERSHIP AND LICENSE AGREEMENT ("Agreement") effective as of July 19, 2019 (the "Effective Date"), is made between Cosmos Group Holdings, Inc., a Nevada corporation (“COSG”), on the one hand, and Hong Kong Healthtech Limited, a limited liability company organized under the laws of Hong Kong (“HKHL”), 深圳傅正勤教育科技有限公司Shenzhen Fu Zheng Qin Education Technology Limited (formerly known as Shenzhen Yongle Innovative Education Limited), a limited company organized under the laws of the People’s Republic of China (“SZFZQ”) and their Affiliates (together with HKHL, the “HKHL Entities”), each only, with respect to their respective obligations hereunder, on the other hand.
Loan Agreement Ref.: 2018年獅字第10183000__號Loan Agreement • May 30th, 2018 • Cosmos Group Holdings Inc. • Trucking & courier services (no air) • Hong Kong
口 This agreement is a specific agreement under the "credit agreement" with the serial number of ____ (If applicable, please make a “√”on the ☐)
DATE: 2 February, 2022 (the "Effective Date") and CONSULTANCY AGREEMENTConsultancy Agreement • May 16th, 2022 • Cosmos Group Holdings Inc. • Trucking & courier services (no air)
{A) The Consultant wishes to provide consultancy services and advice to the Company, its affiliates and its subsidiaries {together, "Group").
SETTLEMENT AGREEMENTSettlement Agreement • December 20th, 2022 • Cosmos Group Holdings Inc. • Finance services • California
This Settlement Agreement (this “Agreement”) is made and entered into as of December 15, 2022 (the “Effective Date”), by and between Cosmos Group Holdings, Inc., a Nevada corporation (the “Company”) and Lee Ying Chiu Herbert, an individual (“Dr. Lee”). The Company and Dr. Lee are hereinafter collectively referred to as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • July 19th, 2019 • Cosmos Group Holdings Inc. • Trucking & courier services (no air) • Nevada
THIS AGREEMENT ("Agreement") is executed this 19th day of July 2019, by and between Cosmos Group Holdings, Inc.., a corporation organized under the laws of Nevada (“Company”), and Hung-Yi HUNG ("Consultant").
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • June 17th, 2021 • Cosmos Group Holdings Inc. • Trucking & courier services (no air) • Nevada
THIS SHARE EXCHANGE AGREEMENT (the “Agreement”) dated as of June 3, 2021, is entered into by and among Cosmos Group Holding Inc., a Nevada corporation (“Cosmos”), and Massive Treasure Limited, a British Virgin Island corporation (“Massive Treasure”), and the shareholders of Massive Treasure listed on Annex A to this Agreement (each, a “Shareholder” and, collectively, the “Shareholders”).
DATE: 2 February 2022 (the "Effective Date")Consultancy Agreement • May 16th, 2022 • Cosmos Group Holdings Inc. • Trucking & courier services (no air)
The Consultant wishes to provide consultancy services and advice to the Company, its affiliates and its subsidiaries (together, "Group").
Termination AgreementTermination Agreement • December 27th, 2019 • Cosmos Group Holdings Inc. • Trucking & courier services (no air) • Hong Kong
This Termination Agreement ("Agreement") is effective as of 27th December, 2019 ("Effective Date"), by and among Cosmos Group Holdings, Inc., a Nevada corporation (“COSG” or the “Company”), on the one hand, and Hong Kong Healthtech Limited, a limited company organized under the laws of Hong Kong (“HKHL”) and each of the undersigned parties (each, an “Investor,” and collectively, the “Investors”), on the other hand. The parties are collectively referred to as "Parties" and individually as "Party".
E-commerce Strategic Cooperation AgreementE-Commerce Strategic Cooperation Agreement • March 20th, 2018 • Cosmos Group Holdings Inc. • Trucking & courier services (no air)
Party A and Party B would like to cooperate with each other and seek for new business opportunity to implement the chain relationship bring up from Tmall and Alibaba, to increase competitiveness, to enhance the effectiveness of resource allocation and to increase international influence. By means of the support from Foshan Bureau, Party B will setup e-commerce shop in the platform of T-mall through Alibaba China Station. Based on the principles of friendly consultation, mutual benefit, cooperation and innovation, the two parties have reached the following this agreement on the joint construction of the “COSG Car & Tmall Vehicle Flagship Store E-commerce Platform” cooperation project.
SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • August 8th, 2022 • Cosmos Group Holdings Inc. • Finance services • Hong Kong
THIS AGREEMENT is entered into with effect from the Effective Date (as defined in the Schedule) between the Vendor (as defined in the Schedule), as seller, and the Purchaser (as defined in the Schedule), as buyer (the “Agreement”).
