Share Transfer Agreement between Cosmos Group Holdings, Inc. and Cheung Koon Wing for Employment Compensation to Yip Tze Wai Albert
Cosmos Group Holdings, Inc. and shareholder Cheung Koon Wing agree that Cheung will transfer up to 2,149,293 shares of company stock at $8.99 per share to the company. The company will then transfer these shares to executive Yip Tze Wai Albert (or his designated entity) as part of his employment agreement. If certain conditions (clawback provisions) are triggered, the company will return the relevant shares to Cheung. This agreement ensures the company can fulfill its compensation obligations to the executive.
Exhibit 10.8
July 19, 2019
Dear Mr. CHEUNG Koon Wing
Employment Agreement of YIP Tze Wai Albert
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”).
This letter confirms the agreement between you as a shareholder of the Company and the Company, as follows:
You will transfer up to Two Million One Hundred Forty Nine Thousand Two Hundred Ninety Three (2,149,293) shares of the common stock of the Company (the “Shares”) at a price of US$8.99 per share, which is the fair market value of the common stock, to the Company, for the sole and exclusive purpose of immediately transferring the same to the Executive or his designated entity, namely Syndicate Capital (Asia) Limited (“SCAL”), for the purpose of fulfilling the Company’s obligations under the Agreement.
The Shares shall be subject to clawback in accordance with the terms of Sections 3 and 4 of the Agreement (the “Clawback”). Should the Clawback occurs, COSG shall transfer the shares being clawed back to you.
COSMOS GROUP HOLDINGS, INC.
__________________
By: Miky Y.C. Wan
Its: Director
ACCEPTED AND AGREED TO:
__________________
By: CHEUNG Koon Wing
Room 1705-06, 17th Floor, Tai Yau Building, No. 181 Johnston Road, Wanchai, Hong Kong
Tel: (852) 3643 1111 Fax: (852) 3643 1125
