Exhibit
10.3


 


STOCK
FORFEITURE LETTER


 


May
17, 2021


 


Ladies
and Gentlemen:


 


This
letter agreement (“Letter Agreement”) is being entered into by and between Leader Capital Holdings Corp., a Nevada
corporation (the “Company”), and First Leader Capital Ltd. (the “Stockholder”), the principal stockholder
of the Company.


 


In
consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Companyand the Stockholder hereby agree as follows:


 


1.       Share
Cancellation. Effective as of the date hereof (the “Effective Time”), the Company shall cancel, and the Stockholder
shall forfeit and surrender forever all of his right, title and interest in and to 13,132,500 shares of the Company’s common stock,
par value $0.0001 per share (the “Common Stock”) held by the Stockholder (the “Surrendered Shares”).
As of the Effective Time, and without any action on part of the Company or the Stockholder, all the Surrendered Shares shall cease to
be outstanding and shall be cancelled and retired and shall cease to exist. The Stockholder acknowledges that it is a stockholder of
the Company and, as a result, will receive benefit from reducing the Company’s outstanding Common Stock to be more in line with
what management deems to be market expectations based on the Company’s current valuation, and such benefit constitutes full and
fair consideration for the surrender of the Surrendered Shares. The Stockholder hereby renounces any right or interest he may have in
the Surrendered Shares as of and after the Effective Time.


 


2.       Conditions
to Effectiveness. The provisions set forth in paragraph 1 of this Letter Agreement shall take effect as of the Effective Time.


 


3.       Representations
and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company as follows:


 


a.       Power;
Due Authorization; Binding Agreement. The Stockholder has full power and authority to execute and deliver this Letter Agreement,
to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. This Letter Agreement
has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding agreement of the Stockholder,
enforceable against the Stockholder in accordance with its terms, except to the extent that enforceability may be subject to the effect
of any applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting or relating to the enforcement of
creditors rights generally and to general principles of equity.


 


b.       Ownership
of Shares. The Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended)
of 46,000,000 shares of Common Stock, such shares are free and clear of any Lien and any other limitation or restriction (including any
restriction on the right to vote or otherwise transfer such shares), except pursuant to any applicable restrictions on transfer under
the Securities Act of 1933, as amended, and the Stockholder does not own, beneficially or otherwise, any other shares of Common Stock.


 


 4.        Miscellaneous.




 


a.       This
Letter Agreement may be amended only by a written instrument executed by the Company and the Stockholder.


 


b.       This
Letter Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns;
provided that no party shall be entitled to assign or delegate any of its rights or duties hereunder without first obtaining the
express prior written consent of each other party hereto, such consent not to be unreasonably withheld.


 




    	 



     


    

 


c.       This
Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada applicable to contracts
entered into within the borders of such state and without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. The parties (i) agree that any action, proceeding, claim or dispute arising out of,
or relating in any way to, this Letter Agreement shall be brought and enforced in United States District Court for the Southern District
of New York or any New York State court, and irrevocably submits to such jurisdiction and venue, which jurisdiction and venue shall be
exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.
EACH OF THE PARTIES HERETO (ON BEHALF OF ITSELF AND ITS SUBSIDIARIES) HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY IRREVOCABLY WAIVES
ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


 


d.       The
parties agree that irreparable damage would occur in the event that any of the provisions of this Letter Agreement were not performed
in accordance with their specific terms or were otherwise breached. Accordingly, the Company shall be entitled to specific performance
of the terms hereof, including an injunction or injunctions to prevent breaches of this Letter Agreement and to enforce specifically
the terms and provisions of this Letter Agreement in court, this being in addition to any other remedy to which the Company is entitled
at law or in equity.


 


e.       This
Letter Agreement may be executed in multiple counterparts and by different parties hereto in separate counterparts, each of which, when
so executed and delivered, shall be deemed to be an original and all of which counterparts, when taken together, shall constitute but
one and the same letter agreement. The exchange of copies of this Letter Agreement and of signature pages hereto by facsimile or electronic
mail in portable document format shall constitute effective execution and delivery of this letter agreement. Signatures of the parties
transmitted by facsimile or electronic mail in portable document format shall be deemed to be the parties’ original signatures
for all purposes.


 


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IN
WITNESS WHEREOF, the parties have executed this Letter Agreement, all as of the date first written above.


 





	 	LEADER
    CAPITAL HOLDINGS CORP.
	 	 	 
	 	By:	/s/
    Shui Fung Cheng
	 	Name:	Shui
    Fung Cheng 
	 	Title:	Director
	 	 	 
	 	FIRST
    LEADER CAPITAL LTD.
	 	 	 
	 	By:	/s/
    LIN YI-HSIU
	 	Name:	Yi-Hsiu
    Lin
	 	Title:	Director


 


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