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
	CHAN YIK HEI	6,430	1,530	705,069
	LAU CHEUK YIU	1,275	1,275	587,557
	TAN MEI SAN DELPHINE	1,275	1,275	587,557
	TO KA HEN GARY	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, Johnson's
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 Chung 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 CHAN YIK HEI, an individual with Hong Kong Passport number KJ0760805 and having his address at Flat
E, 23/F, South Coast, 1 Tang Fung Street, Aberdeen, Hong Kong




 


 


 






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	17. 	"Shareholder B" means LAU CHEUK YIU, an individual with Hong Kong Passport number KJ0620329 and having his address at
Flat H, 7/F, Stg 2, Blk 7, Villa Concerto Symphony Bay, Ma On Shan, NT, Hong Kong




 


	18.	"Shareholder C" means TAN MEI SAN DELPHINE, an individual with Singapore identity card number E6652632N and having his
address at Apt Blk 575 Pasir Ris Street 53 #01-18 Singapore 510575






 


	19.	"Shareholder D" means TO KA HIN GARY, an individual with Hong Kong Passport number H20578027 and having his address
at Flat B, 8/F, Sky Lodge 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, Johnson's Ghut, Tortola, British Virgin Island




 


	24.	"Underlying Asset Number" means 10,000





 


	25.	"Underlying Asset Incorporation Date" means 27 July 2021



 


 


 






    	 	2	 



     


    

 


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	)	 
	CHAN YIK HEI	)	 
	 	)	 
	 	)	 
	 	)	 
	 	)	 
	 	)	 
	 	)	/s/ CHAN YIK 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	)	 
	LAU CHEUK YIU	)	 
	 	)	 
	 	)	 
	 	)	 
	 	)	 
	 	)	 
	 	)	/s/ LAU CHEUK YIU


 


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	)	 
	TAN MEI SAN DELPHINE	)	 
	 	)	 
	 	)	 
	 	)	 
	 	)	 
	 	)	 
	 	)	/s/ TAN MEI SAN DELPHINE


 


Number of shares to sell: 1,275


 


Number of Common Stock to receive in exchange: 493,548


 


 


 






    	 	3	 



     


    

 





	SIGNED, SEALED and DELIVERED	)	 
	as a Deed by	)	 
	TO KA HIN GARY	)	 
	 	)	 
	 	)	 
	 	)	 
	 	)	 
	 	)	 
	 	)	/s/ TO KA HIN GARY


 


Number of shares to sell: 1,020


 


Number of Common Stock to receive in exchange: 394,839


 


 






    	 	4	 



     


    

 


PURCHASER:


 





	SIGNED, SEALED and DELIVERED	 	 
	as a Deed by	 	 
	CHAN MAN CHUNG	 	 
	 	 	 
	 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 CHUNG
	 	 	 



 


 


DIRECTOR REPRESENTATIVE OF COSMOS GROUP HOLDING INC:


 





	SIGNED, SEALED and DELIVERED	 	 
	as a Deed by	 	 
	CHAN MAN CHUNG	 	 
	 	 	 
	 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 CHUNG
	 	 	 


 


 


 






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