Exhibit 10.1


 


SETTLEMENT AGREEMENT


 


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.”


RECITALS


 


WHEREAS, on June
17, 2021, the Company entered into a Share Acquisition Agreement (the “Share Acquisition Agreement”), by and among the Company,
Massive Treasure Limited (“Massive Treasure”), a British Virgin Islands corporation and holding company of numerous operating
subsidiaries, and the holders of ordinary shares of Massive Treasure, pursuant to which the Company offered to issue 1,078,269,470 shares
of common stock of the Company in consideration for all the issued and outstanding shares in Massive Treasure;


 


WHEREAS, Dr. Lee,
our former director and current controlling shareholder, was the beneficial holder of 47,500 common shares, or 95%, of the issued and
outstanding shares of Massive Treasure;


 


WHEREAS, the Company
also agreed to issue 55,641,014 shares to complete the acquisitions of 12 business entities which Massive Treasure has signed;


 


WHEREAS, these acquisitions
consummated on September 17, 2021, and as of the date of the Effective Date, the Company has not issued to Dr. Lee 800,000,000 shares
of common stock of the Company (the “Unissued Securities”);


 


WHEREAS, the Company
and Dr. Lee wish to fully settle and discharge all claims and damages, whether known or unknown, and whether anticipated or unanticipated,
which are or may be the subject of any lawsuit or any other claim which has arisen or which may arise between the Parties arising from
the Unissued Securities upon the terms and conditions set forth herein.


 


NOW THEREFORE, in consideration
of the foregoing recitals and for good and valuable mutual consideration, the receipt of which is hereby acknowledged, the Parties, intending
to be legally bound, do hereby agree to the following terms and conditions:


 


AGREEMENT


 


1.                Settlement
Consideration. As satisfaction and performance in full of all obligations due and payable by and among the Parties (including the
Unissued Securities and any other payments or obligations due pursuant to the Share Acquisition Agreement):


 


(a)              The
Company shall issue to Dr. Lee or his designees Four Hundred Million (400,000,000) shares of the Company’s common stock, at a per
share price equal to $0.001 (the “Settlement Securities”), immediately upon receipt of approval from all applicable authorities
to the Corporation’s increase in authorized capital, and such Settlement Securities shall be free of all liens, pledge, charge,
claim, restriction on transfer, mortgage, security interest or other encumbrance other than statutory liens for liabilities not yet due
and payable and transfer restrictions imposed by applicable securities laws. Such securities shall not be subject to any pre-emptive
rights or rights of first refusal created by any agreement or understanding to which the Company is a party.


 


 


 


 






    	 	1	 



     


    

 


(b)              The
Company shall cause the transfer to Dr. Lee or his designees all  the assets and liabilities of following entities as such assets and
liabilities are described in the financial statements of the Company as of November 30, 2022:


 


		i)	Coinllectibles Limited, (BVI company number: 2067445), a company incorporated in the British Virgin
Islands, with registered address at Mandar House, 3rd Floor, Johnson’s Ghut, Tortola, British Virgin Islands and its branch,
(Singapore company registration number: T21FC0080G);
		ii)	Coinllectibles (HK) Limited, (Hong Kong business registration number: 72228307), a company
incorporated in Hong Kong, with registered address at 7/F, K11 Atelier Victoria Dockside, 18 Salisbury Road, Tsim Sha Tsui, Hong Kong;
and
		iii)	Coinllectibles Wealth Limited, (Hong Kong business registration number: 70756483), a
company incorporated in Hong Kong, with registered address at 7/F, K11 Atelier Victoria Dockside, 18 Salisbury Road, Tsim Sha Tsui, Hong
Kong (collectively, the “Disposal Group”).



 


(c)              
The inventories and accounts payables amounting to $3,078,550 and $1,991,520 respectively, will be re-assigned from Coinllectibles
Limited to Coinllectibles Private Limited.


 


(d)              
The investment in Grand Gallery Limited, (Hong Kong business registration number: 72191061), a company incorporated
in Hong Kong, with registered address at Flat 15, 1/F, Prudential Centre, 216-228 Nathan Road, Hong Kong, will be transferred from Coinllectibles
Wealth Limited to Massive Treasure.


 


(e)              
The blockchain technology, including the knowledge in minting Digital Ownership Token (“DOT”), will be retained by the Disposal
Group. The Company or its designees will not retain any intellectual property rights related solely to blockchain technology. For clarity,
as between the Parties, the Company shall retain all intellectual property rights related to the operation of its e-commerce and web platforms.


 


(f)               
The trade name “Coinllectibles” will be retained by the Company and its designees and will be used for purchasing arts
and collectibles, and sales and promotion.


 


(g)              
The Company shall timely file all forms, reports or other documents required by the Securities and Exchange Commission to be filed
by it and on behalf of Dr. Lee in connection with the transactions contemplated herein, including all Section 16 filings; provided, however,
that the Company shall not be liable for any delinquent filings or failures to file arising from Dr. Lee’s failure to reasonably
cooperate with the Company in the preparation, review and filing of such forms, reports or documents.


 


2.                Going Forward Business Transactions. The Parties anticipate that the Disposal Group will continue to partner with the Company
in the purchase and sale of “DOTs” of arts and collectibles. In such event, the Parties agree:


 


(a)              
Business transactions between the Company and the Disposal Group be deemed a related party transaction with the Disposal Group.
By way of example, purchasers of arts and collectibles may elect to obtain the physical item from the Company that is listed on the Company’s
website and/or receive the corresponding “DOT” issued by a member of the Disposal Group. If the purchaser elects to receive
the “DOT”, the Company agrees to engage a member of the Disposal Group to mint such “DOT”.


 


(b)              The
Company will no longer be entitled to any transaction fee income generated from sales of arts and collectibles in secondary market through
blockchain technology. The titleship of transaction fee income will be retained by the Disposal Group.


 


 


 






    	 	2	 



     


    

 


(c)              The
inventories (i.e. arts and collectibles) of the Company may be placed on a website operated by the Disposal Group for sale. If the item
is sold from website operated by the Disposal Group, an agency fee will be charged by the Disposal Group as the sales agent of the Company.


 


3.                Releases.


 


(a)              
Effective upon receipt by each Party of all consideration due to him pursuant to Section 1 hereof, the Parties, on behalf of itself
and each of its representatives, agents, affiliates, successors, predecessors, attorneys, heirs, executors, administrators, agents and
assigns, and each and all of them, fully release and forever discharge each other, each of its former and current principals, officers,
members, managers, directors, shareholders, employees, representatives, agents, parents, subsidiaries, affiliates, successors, predecessors,
attorneys, heirs, executors, administrators, agents and assigns, and each and all of them, as applicable, of and from any and all claims,
debts, rights, liabilities, damages, costs, expenses, attorneys' fees, causes of action, lawsuits, arbitrations, loss of use and loss
of services of every kind, nature, or description, whether known or unknown, suspected or unsuspected, which previously existed, now exist,
or may exist hereafter, accruing, occurring or arising from or in any way related to the Share Acquisition Agreement, the transfer of
the Disposal Group, the operation and business of the Company and the Disposal Group (including
without limitation, all amounts due from the Disposal Group to the Company), and the performance and other conduct of the Parties
in connection with the operation and business of the Company and or its subsidiaries, whether based on tort, contract, statute, insurance
policy, or other theory of recovery, and whether for compensatory or punitive damages, including attorneys’ fees and costs, as well
as statutory sanctions, which the Parties ever had against each other or now have against each other including, but not limited to, defamation,
intentional infliction of emotional distress, interference with contract, impairment of economic opportunity, breach of promise, conspiracy,
fiduciary breach, declaratory relief, prohibited transactions, fraud, misrepresentation, and retaliation. All of the foregoing released
matters are hereinafter collectively referred to as the “Released Matters.”


 


(b)              The
releases set forth above are not intended to, and shall not, extend to or otherwise release or discharge any rights, privileges, benefits,
duties, or obligations of any of the Parties by reason of, or otherwise arising under, (i) this Agreement, (ii) Dr. Lee’s right
to seek indemnification from the Company pursuant to this Agreement or any existing indemnification agreement with the Company, or (iii)
with regard to any director and officer insurance policy covering Dr. Lee.


 


(c)              The
Parties, and each of them, acknowledge that they may hereafter discover facts different from, or in addition to, those which they now
believe to be true with respect to any and all of the Released Matters, including without limitation, unknown or unanticipated claims
which, if known or anticipated, on the date of execution of this Agreement, might have materially affected such Party's decision to execute
this Agreement. Each of the Parties acknowledges and agrees that by reason of the mutual general release set forth above, they are assuming
the risk of such unknown claims and agree that this Agreement shall apply thereto. Nevertheless, the Parties hereto, and each of them,
hereby agree that each of the releases set forth above shall be and remain effective in all respects, notwithstanding the discovery of
such different or additional facts.


 


4.                Civil
Code Section 1542. The Parties represent that they are not aware of any disputes or causes of action they have other than the disputes
and causes of action that are released by this Agreement. The Parties expressly agree and understand that this Agreement is a full and
final release of all claims of every nature and kind, known or unknown, suspected or unsuspected, past, present, or future, of all Released
Matters, and execution of this Agreement by the Parties operates as a complete bar and defense against any and all claims that may be
made by the Parties with regard to the Released Matters, and that, should any proceeding be instituted with respect to matters released
herein, this Agreement shall be deemed in full and complete accord, satisfaction and settlement of any such released matter and sufficient
basis for its dismissal. The Parties have read and fully understand the statutory language of Section 1542 of the California Civil Code
and on that basis expressly and specifically waive all rights under said statute or any analogous state law or federal law or regulation.
Section 1542 of the California Civil Code reads as follows:


 


A GENERAL RELEASE
DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.


 


The Parties expressly waive
any rights they may have under it, as well as under any other statute or common law principles of similar effect. Each Party represents
further that as of the date of execution of this Agreement, it has not brought any claims of the type released against any of the released
parties set forth above.


 


 


 






    	 	3	 



     


    

 


5.                Warranty
of Non-Assignment. Each of the Parties hereby warrants, represents and agrees that it is the sole and lawful owner of all right,
title and interest in and to all of the respective Released Matters which are referred to in the mutual general release set forth above
and that it has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer
to any person whomsoever any such Released Matters, or any part or portion thereof. The Parties shall not assign, encumber or otherwise
transfer to any party or person any such Released Matters, or any part or portion thereof.


 


6.                No Admission of Liability. It is specifically understood and agreed that this Agreement constitutes a complete compromise
and settlement of disputed claims, and that neither the execution of this Agreement nor the payment of any monies hereunder is to be deemed
an admission of liability by the Parties or any of them. Each Party acknowledges that this Agreement is not, and cannot be construed as,
any admission of fault by the other Parties.


 


7.                Indemnification.
The Company and its subsidiaries (collectively, the “Indemnifying Parties”) shall jointly and severally indemnify Dr. Lee
(the “Indemnitee”) in accordance with the provisions of this Section 7 if Indemnitee is, or is threatened to be made, a party
to or a participant in any Proceeding. Pursuant to this Section 7, Indemnitee shall be indemnified against all Expenses, judgments, fines
and amounts paid in settlement actually incurred by Indemnitee or on his behalf in connection with such Proceeding or any claim, issue
or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests
of the Company and, in the case of a criminal proceeding had no reasonable cause to believe that his conduct was unlawful. The Indemnitees
hereby agree and acknowledge that Indemnitee has acted in good faith and in a manner Indemnitee reasonably believes to be in the best
interest of the Company at all times during the Consulting Agreement and thereafter. “Proceeding” shall include any
threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative
hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether
of a civil, criminal, administrative or investigative nature, including any appeal therefrom, in which Indemnitee was, is or will be
involved as a party, a potential party, a non-party witness or otherwise by reason of the fact that Indemnitee is or was a director,
officer or shareholder of the Company, by reason of any action taken by him or of any action or inaction on his part while acting as
director or officer of the Company, or by reason of the fact that he is or was serving at the request of the Company as a director, trustee,
general partner, manager, member, officer, employee or agent of another corporation, partnership, joint venture, trust or fiduciary of
the Company or any other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred
for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement. “Expenses”
shall include all attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating
costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the
types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing
to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include Expenses incurred in connection with any
appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond,
supersedeas bond, or other appeal bond or its equivalent.


 


(a)              
Advancement of Expenses. The Indemnifying Parties shall, jointly and severally, advance all Expenses incurred by Indemnitee
in connection with the investigation, defense, settlement or appeal of any civil or criminal action or Proceeding referenced in Section
7 hereof (but not amounts actually paid in settlement of any such action or Proceeding). Indemnitee hereby undertakes to repay such amounts
advanced only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company
as authorized hereby or elsewhere. The advances to be made hereunder shall be paid by the Indemnifying Parties to Indemnitee within ten
(10) days following delivery of a written request therefor by Indemnitee to the Indemnifying Parties.


 


(b)              
Notice/Cooperation by Indemnitee. Indemnitee shall give the Indemnifying Parties notice in writing as soon as practicable
of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Indemnifying
Parties shall be directed the Company at the address shown on the signature page of this Agreement (or such other address as the Company
shall designate in writing to Indemnitee). Notice shall be deemed received as set forth in Section 11(o) hereof. In addition, Indemnitee
shall give the Indemnifying Parties such information and cooperation in the defense of any pending, threatened or completed action or
Proceeding as shall be within Indemnitee's power, except that Indemnitee shall not be required to give the Indemnifying Parties information
that is privileged or confidential as to Indemnitee. The giving of notice required under this Section 7(b) shall be a condition precedent
to Indemnitee's right to be indemnified under this Agreement if the failure to give such notice materially prejudices any right, claim
or defense available to the Indemnifying Parties.


 


 


 


 






    	 	4	 



     


    

 


(c)              
Procedure. Any indemnification provided for in Section 7 shall be made no later than forty-five (45) days after receipt
of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Consulting Agreement
providing for indemnification, is not paid in full by the Indemnifying Parties within forty-five (45) days after a written request for
payment thereof has first been received by the Indemnifying Parties, Indemnitee may, but need not, at any time thereafter bring an action
against the Indemnifying Parties to recover the unpaid amount of the claim, and Indemnitee shall also be entitled to be paid for the Expenses
(including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce
a claim for Expenses incurred in connection with any action or Proceeding in advance of its final disposition) that Indemnitee has not
met the standards of conduct which make it permissible under applicable law for the Indemnifying Parties to indemnify Indemnitee for the
amount claimed, but the burden of proving such defense shall be on the Indemnifying Parties, and Indemnitee shall be entitled to receive
interim payments of Expenses pursuant to Subsection 7(a) unless and until such defense may be finally adjudicated by court order or judgment
from which no further right of appeal exists. It is the Parties' intention that if the Indemnifying Parties contest Indemnitee's right
to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide on a de novo basis, and neither
the failure of the Indemnifying Parties (including the Board of Directors or officers of the Company, any committee or subgroup of the
Board of Directors or officers, independent legal counsel, or the shareholders of the Company) to have made a determination that indemnification
of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law,
nor an actual determination by the Indemnifying Parties (including the Board of Directors or officers of the Company, any committee or
subgroup of the Board of Directors or officers, independent legal counsel, or the shareholders of the Company) that Indemnitee has not
met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.


 


(d)              
Notice to Insurers. If, at the time of the receipt of a notice of a claim pursuant to Section 7(b) hereof, the Company has
director and officer liability insurance in effect, the Indemnifying Parties shall give prompt notice of the commencement of such Proceeding
to the insurers in accordance with the procedures set forth in the respective policies. The Indemnifying Parties shall thereafter take
all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such
Proceeding in accordance with the terms of such policies.


 


(e)              
Selection of Counsel. In the event the Indemnifying Parties shall be obligated under Section 7 hereof to pay the Expenses
of any Proceeding against Indemnitee, the Indemnifying Parties, if appropriate, shall be entitled to assume the defense of such Proceeding,
with counsel approved by Indemnitee, which approval shall not be unreasonably delayed, upon the delivery to Indemnitee of written notice
of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the
Indemnifying Parties, the Indemnifying Parties will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently
incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ his or her counsel
in any such Proceeding at Indemnitee's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized
by the Indemnifying Parties, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Indemnifying
Parties and Indemnitee in the conduct of any such defense or (C) the Indemnifying Parties shall not, in fact, have employed counsel to
assume the defense of such Proceeding, then the fees and Expenses of Indemnitee's counsel shall be at the expense of the Indemnifying
Parties.


 


(f)               
Settlement of Claims. The Indemnifying Parties shall not settle any claim, action or Proceeding (in whole or in part) which
would impose any Expense, judgment, fine, penalty or limitation on Indemnitee without the Indemnitee's prior written consent, which consent
shall not be unreasonably delayed or withheld.


 


8.                Additional
Indemnification Rights; Non-exclusivity.


 


(a)              
Scope. Notwithstanding any other provision of this Agreement, the Indemnifying Parties hereby agree to, jointly and severally,
indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized
by the other provisions of this Agreement, the Consulting Agreement, or by statute. In the event of any change after the date of this
Agreement, in any applicable law, statute or rule which expands the right of a Nevada corporation or the Indemnifying Parties to indemnify
a member of its board of directors, an officer or shareholder, such changes shall be, ipso facto, within the purview of Indemnitee's rights
and the obligations of the Indemnifying Parties, under this Agreement. In the event of any change in any applicable law, statute or rule
which narrows the right of a Nevada corporation or the Indemnifying Parties to indemnify a member of its Board of Directors or an officer
or shareholder, such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall
have no effect on this Agreement or the Parties’ rights and obligations hereunder.


 


 


 


 






    	 	5	 



     


    

 


(b)              
Non-exclusivity. The indemnification and advancement provided by this Agreement shall not be deemed exclusive of any rights
to which Indemnitee may be entitled under any vote of shareholders/members or disinterested directors, the Nevada Revised Statutes, California
Corporations Code or otherwise, both as to action in Indemnitee's official capacity and as to action in another capacity while holding
such office. The indemnification and advancement provided under this Agreement shall continue as to Indemnitee for any action taken or
not taken while serving in an indemnified capacity even though he may have ceased to serve in such capacity at the time of any action
or other covered Proceeding.


 


(c)              
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement or otherwise to indemnification
by the Indemnifying Parties for some or a portion of the Expenses, judgments, fines or penalties actually or reasonably incurred by him
in the investigation, defense, appeal or settlement of any civil or criminal action or Proceeding, but not, however, for the total amount
thereof, the Indemnifying Parties shall nevertheless indemnify Indemnitee for the portion of such Expenses, judgments, fines or penalties
to which Indemnitee is entitled.


 


(d)              
Mutual Acknowledgment. The Parties acknowledge that in certain instances, applicable law or public policy may prohibit the
Company from indemnifying its directors, managers, officers and members under this Agreement or otherwise. Indemnitee understands and
acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission
to submit the question of indemnification to a court in certain circumstances for a determination of the Company's right under public
policy to indemnify Indemnitee.


 


9.                Directors'
and Officers' Liability Insurance. In the event the Indemnifying Parties shall obtain or maintain one or more director and officer
liability insurance policy or policies: (i) Indemnitee shall be named as an insured in such a manner as to provide Indemnitee with the
same rights and benefits as are accorded to the most favorably insured of the Company's directors, officers, and key employees; and (ii)
insurance coverage shall be allocated so that claims against Indemnitee shall be satisfied prior to claims against the Indemnifying Parties.


 


10.             
Representations and Warranties. Each of the Parties expressly represents and warrants for itself and himself to the other
that:


 


(a)              
it or he has the power, capacity and authority to execute, deliver and perform this Agreement and to consummate the transactions
contemplated hereby and on behalf of all whom might claim through it or him to bind them to the terms and conditions of this Agreement;


 


(b)              
the execution and delivery by it or him of this Agreement, and the performance by it or him of its or his obligations hereunder,
have been duly and validly authorized by all action on its or his part;


 


(c)              
this Agreement has been duly and validly executed and delivered by it or him and constitutes its or his legal, valid and binding
agreement, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency,
reorganization, fraudulent conveyance or other laws affecting the enforcement of creditors’ rights generally or by general equitable
principles, including without limitation, those limiting the availability of specific performance, injunctive relief and other equitable
remedies and those providing for equitable defenses;


 


(d)              
it or he is not entering into this Agreement in reliance upon any express or implied representation, agreement, or understanding
of any kind by the others, or any person representing (or purporting to represent) any of the other Parties, or any other person, except
as expressly stated in this Agreement and the other Parties shall not directly or indirectly be liable or responsible for the truth, accuracy,
or enforcement of any representations, agreements, or understandings which may now or hereafter exist between any of the Parties and any
other Non-Party person and/or entity; and


 


(e)              
it or he has signed the Agreement voluntarily, without any duress or undue influence on the part, or on behalf, of any Party.


 


 


 


 






    	 	6	 



     


    

 


11.             
Confidentiality. Dr. Lee agrees that Dr. Lee and the Disposal Group will not, except when required by applicable law or
order of a court, at any time, disclose directly or indirectly to any person or entity, or copy, reproduce or use, any Trade Secrets (as
defined below) or Confidential Information (as defined below) or other information treated as confidential by the Company known, learned
or acquired by the Disposal Group or Dr. Lee during the period the Disposal Group was consolidated with the Company. For purposes of this
Agreement, "Confidential Information" shall mean any and all Trade Secrets, knowledge, data or know-how of the Company, any
of its affiliates or of third parties in the possession of the Company or any of its affiliates, and any nonpublic technical, training,
financial and/or business information treated as confidential by the Company or any of its affiliates, whether or not such information,
knowledge, Trade Secret or data was conceived, originated, discovered or developed by Dr. Lee or the Disposal Group hereunder. For purposes
of this Agreement, "Trade Secrets" shall include, without limitation, any formula, concept, pattern, processes, designs, device,
software, systems, list of customers, training manuals, marketing or sales or service plans, business plans, marketing plans, financial
information, or compilation of information which is used in the Company's business or in the business of any of its affiliates. Any information
of the Company or any of its affiliates which is not readily available to the public shall be considered to be a Trade Secret unless the
Company advises Dr. Lee in writing otherwise. Dr. Lee acknowledges that all of the Confidential Information is proprietary to the Company
and is a special, valuable and unique asset of the business of the Company, and that Dr. Lee’s past, present and future engagement
by the Company has created, creates and will continue to create a relationship of confidence and trust between Dr. Lee and the Company
with respect to the Confidential Information. Furthermore, Dr. Lee shall immediately notify the Company of any information which comes
to its attention which might indicate that there has been a loss of confidentiality with respect to the Confidential Information. In such
event, Dr. Lee shall take all reasonable steps within its power to limit the scope of such loss.


 


12.             
Return of the Company’s Proprietary Materials. Dr. Lee agrees to deliver promptly to the Company within three business
days of the Effective Date, all documents, records, artwork, designs, data, drawings, flowcharts, listings, models, sketches, apparatus,
notebooks, disks, notes, copies and similar repositories of Confidential Information and any other documents of a confidential nature
belonging to the Company, including all copies, summaries, records, descriptions, modifications, drawings or adaptations of such materials
which Dr. Lee or the Disposal Group may then possess or have under its control.


 


13.             
Miscellaneous Provisions


 


(a)              
Future Suits. If any Party hereafter commences any action or proceeding against the other based upon any of the claims released
by this Agreement, the provisions of this Agreement shall be deemed breached and such non-breaching Party shall be entitled to recover
attorneys' fees and other costs of suit sustained by him, her or it due to such action or proceeding and shall be indemnified by the other
for such fees and costs. This Agreement may be pleaded by such non-breaching Party as a defense, counterclaim or cross-claim in any such
action or proceeding.


 


(b)              
No Disparagement. Each of the Parties agrees that it shall not knowingly and intentionally make disparaging and damaging
comments about the other, including its officers, managers, directors, employees, investors, shareholders, members, administrators, affiliates,
divisions, subsidiaries and predecessor and successor corporations, as applicable.


 


(c)              
Survival. All representations, warranties and covenants of the Parties shall survive the execution of this Agreement.


 


(d)              
No Waiver. This Agreement (including all exhibits thereto) may not be changed, waived, discharged, or terminated orally
or in writing, except by a writing signed by the Parties and the observance of any such term may be waived (either generally or in a particular
instance either retroactively or prospectively) by a writing signed by the Party against whom such waiver is to be asserted.


 


(e)              
No Precedential Value. The settlement reflected in this Agreement shall be without precedential value. It shall not be used
as evidence, or in any other manner, in any court or other dispute resolution proceeding, to create, prove, or interpret the obligations
of the Parties to each other or to any other person or entity except for those already stipulated in this Agreement.


 


 


 


 






    	 	7	 



     


    

 


(f)               
Further Assurances. Each Party agrees that it will, from time to time after the date of this Agreement, execute and deliver
such other certificates, documents and instruments and take such other action as may be reasonably requested by the other Party to carry
out the actions and transactions contemplated by this Agreement.


 


(g)              
Entire Agreement. This Agreement constitutes the entire agreement by and among the Parties, and any prior or contemporaneous
agreements, understandings, promises, representations, warranties and covenants, whether written or oral, or whether expressed, implied
or apparent are hereby deemed merged into and made a part of this Agreement. The terms of this Agreement are contractual and not merely
a recital.


 


(h)              
Successors and Assigns. This Agreement shall bind, and inure to the benefit of the directors, officers, shareholders, employees,
agents, partners, representatives, attorneys, parent and affiliated corporations, subsidiaries, divisions, insurers and reinsurers, joint
venturers, predecessors, successors, beneficiaries, grantees, vendees, transferees, assigns, heirs, executors, administrators, trustees,
and estates of each Party, as applicable.


 


(i)                
Expenses; Taxes. Each Party shall bear its own costs and expenses relating to the transactions contemplated in this Agreement
including, without limitation, costs and expenses of its respective counsels as well as taxes levied on each part as a result of the execution
and performance of this Agreement.


 


(j)                
Counterparts. This Agreement may be executed in any number of counterparts by the Parties hereto, each of which shall constitute
an original but all together shall constitute but one and the same instrument. Confirmation of execution by telecopy or telefax of a facsimile
signature page shall be binding upon that Party so confirming.


 


(k)              
No Other Contracts. There are no other contracts, instruments, documents, agreements, understandings, facts, or rights of
any person which could alter the literal meaning or effect of this Agreement.


 


(l)                
No Other Conditions. There are no conditions precedent or subsequent to the obligations of or release or waivers by the
Parties, except as expressly stated in this Agreement.


 


(m)            
Governing Law. This Agreement shall be construed in accordance with the laws of the State of California without regard to
conflict of laws principles. If any action is filed to enforce or interpret any of the terms or provisions of this Agreement or any of
the other documents executed in connection with this Agreement, or otherwise, the Parties agree that the appropriate venue shall be a
state or federal court of competent jurisdiction located in Los Angeles County, State of California.


 


(n)              
Construction. This Agreement has been negotiated at arm’s length and between and among persons or entities sophisticated
and knowledgeable in the matters dealt with in this Agreement. In addition, this Agreement was drafted by experienced and knowledgeable
legal counsel for each of the Parties. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the purposes
of the Parties and this Agreement.


 


 


 


 






    	 	8	 



     


    

 


(o)              
Notices. All notices, demands, consents, approvals, requests and other communications required or permitted hereby shall
be in writing and shall be deemed to have been duly and sufficiently given only if (a) personally delivered with proof of delivery thereof
(any notice or communication so delivered being deemed to have been received at the time so delivered), or (b) sent by Federal Express
(or other similar overnight courier) (any notice or communication so delivered being deemed to have been received only when delivered),
(c) sent by telecopier or facsimile (any notice or communication so delivered being deemed to have been received if a copy is also delivered
by one of the other means of delivery and shall be deemed to have been received (i) on the business day so sent, if so sent prior to 4:00
p.m. (based upon the recipient's time) of the business day so sent, and (ii) on the business day following the day so sent, if so sent
on a non-business day or on or after 4:00 p.m. (based upon the recipient's time) of the business day so sent (unless actually received
by the addressee on the day so sent)), or (d) sent by United States registered or certified mail, postage prepaid, at a post office regularly
maintained by the United States Postal Service (any notice or communication so sent being deemed to have been received only when delivered),
in any such case addressed to the respective Parties as follows:


 


If to Dr. Lee:
 C/o _______________


_____________________
 _____________________
 Facsimile: ____________     
 
 


If to the Company:


Cosmos Group Holdings Inc.


37th Floor, Singapore Land Tower


50 Raffles Place, Singapore 048623


Attn: President
 Facsimile: ___________________  



 


or to such other
address or party as the other Party may have furnished to the other in writing in accordance herewith, except that notices of change of
address or addresses shall only be effective upon receipt.


 


(p)              
Voluntary Execution of Agreement. This Agreement is executed voluntarily and without any duress or undue influence on the
part or behalf of the Parties hereto, with the full intent of releasing all of the Released Matters. Each Party acknowledge for itself
that: (a) he or it has read this Agreement; (b) he or it has been represented in the preparation, negotiation, and execution of this Agreement
by legal counsel of his or its own choice or that he or it has voluntarily declined to seek such counsel; (c) he or it understands the
terms and consequences of this Agreement and of the release it contains; and (d) he or it is fully aware of the legal and binding effect
of this Agreement.


 


 


 


 


 


 


[Signature Page Follows]


 


 


 






    	 	9	 



     


    

 


IN WITNESS WHEREOF, the Parties
have executed this Agreement on the date first set forth above.


 


	
    Cosmos Group Holdings Inc.

    a Nevada corporation

     

     

    By: /s/ Man Chung Chan                                            

    Man Chung Chan 

    Chief Executive Officer

     

     
	
     

     

     

     

    /s/ Lee Ying Chiu Herbert                          
 Lee
    Ying Chiu Herbert



 

 

 






    	 	10