Memorandum of Understanding Between Cosmos Group Holdings, Inc., 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, dated June 6, 2019

Exhibit 10.1

MEMORANDUM OF UNDERSTANDING

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”).

1.1 Transaction.  The Parties expect the principal terms and conditions of the Cooperation to be as follows:  

The figures in para (d) a and b, can be amended subject to mutual agreement by the Parties upon monthly review.

1.2 Conditions to Consummation of the Transactions.  The obligations of the Company to consummate the Cooperation shall be subject to the satisfaction of the conditions customary to transactions of this type, including without limitation, the satisfactory completion of due diligence of HKHL and the applicable affiliated entities of SWL.

1.3 Access to Relevant Documents and Properties. SWL, HKHL and all applicable affiliated entities shall give the Company and its representatives full access to any documents, books, records and operations for the purpose of consummating the transactions contemplated herein within a reasonable amount of time from the date of any such request.

Each Party shall be responsible for all costs and expenses incurred by it in connection with this transaction.

In order to induce the Company to commit the resources, forego other potential opportunities, and incur the legal, accounting and incidental expenses necessary properly to evaluate the transaction, described above, and to negotiate the terms of, and consummate, the Cooperation contemplated hereby, each Party agrees that it or he shall not initiate, solicit, encourage, directly or indirectly, or accept any offer or proposal, regarding the possible acquisition by any person other than Company, including, without limitation, by way of a purchase of shares, purchase of assets or merger, of all or any substantial part of its equity securities or assets, and shall not (other than in the ordinary course of business as heretofore conducted) provide any confidential information regarding the Company, HKHL, SWL or the Business to any person other than the Company and its duly appointed representatives.

This MOU shall be governed by and construed in accordance with the laws of the State of Nevada applicable to agreements made and to be performed entirely within such State and without regard to its choice of law principles.

Except as provided herein, the existence and the terms of this MOU shall be maintained in confidence by the Parties hereto and their respective officers, directors and employees. Except as compelled to be disclosed by judicial or administrative process or by other requirements of law, legal process, rule or regulation (including to the extent required in connection with any filings made by the Parties or their controlling affiliates with the Securities and Exchange Commission) all public announcements, notices or other communications regarding such matters to third parties, including without limitation any disclosure regarding the transactions contemplated hereby, shall require the prior approval of the Parties hereto.

Any amendment(s) to this MOU shall be in writing and signed by all Parties hereto.

This MOU may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract and shall become effective. Delivery of an executed signature page to this Agreement by facsimile transmission or email correspondence shall be as effective as delivery of a manually signed counterpart of this Agreement.

This MOU has been executed by the parties as of June 6, 2019.

/s/ SO Wing Lok Jonathan

SO Wing Lok Jonathan

Appendix 1

Appendix 2