REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION RIGHTS
AGREEMENT (this "Agreement"), dated as of July 29, 2020, by and between AB INTERNATIONAL GROUP CORP., a
Nevada corporation (the "Company"), and PEAK ONE OPPORTUNITY FUND, L.P., a
Delaware limited partnership (together with it permitted assigns, the “Buyer”). Capitalized terms used
herein and not otherwise defined herein shall have the respective meanings set forth in the equity purchase agreement by and between
the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the
"Purchase Agreement").


 


WHEREAS:


 


The Company has agreed,
upon the terms and subject to the conditions of the Purchase Agreement, to sell to the Buyer up to Ten Million Dollars ($10,000,000.00)
of Put Shares and to induce the Buyer to enter into the Purchase Agreement, the Company has agreed to provide certain registration
rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute
(collectively, the "Securities Act"), and applicable state securities laws.


 


NOW, THEREFORE,
in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:


 


1.       DEFINITIONS.


 


As used in this Agreement,
the following terms shall have the following meanings:


 


a.       "Investor"
means the Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement in accordance with
Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to whom a
transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the
provisions of this Agreement.


 


b.       "Person"
means any individual or entity including but not limited to any corporation, a limited liability company, an association, a partnership,
an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.


 


c.       "Register,"
"registered," and "registration" refer to a registration effected by preparing and filing one
or more registration statements of the Company in compliance with the Securities Act and/or pursuant to Rule 415 under the Securities
Act or any successor rule providing for offering securities on a continuous basis ("Rule 415"), and the declaration
or ordering of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission (the "SEC").


 





d.       "Registrable
Securities" means all of the Put Shares which have been, or which may, from time to time be issued, including without
limitation all of the shares of common stock which have been issued or will be issued to the Investor under the Purchase Agreement
(without regard to any limitation or restriction on purchases), and any and all shares of capital stock issued or issuable with
respect to the Put Shares, the Warrant Shares (as defined in the Purchase Agreement) (the “Warrant Shares”),
and shares of common stock issued to the Investor as a result of any stock split, stock dividend, recapitalization, exchange or
similar event or otherwise, without regard to any limitation on purchases under the Purchase Agreement.


 




    	 		 



    	 



    

 





e.       "Registration
Statement" means one or more registration statements of the Company covering only the sale of the Registrable Securities.


 


2.       REGISTRATION.


 


a.       Mandatory
Registration. The Company shall, within forty-five (45) calendar days from the date hereof, file with the SEC an initial Registration
Statement covering the maximum number of Registrable Securities (beginning with the Warrant Shares with respect to Investor and
Investments) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations
so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the
Securities Act at then prevailing market prices (and not fixed prices), subject to the aggregate number of authorized shares of
the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement
shall register only the Registrable Securities. The Investor and its counsel shall have a
reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration
Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable
comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall
use its reasonable best efforts to have the Registration Statement declared effective by the SEC within one hundred twenty (120)
calendar days from the date hereof (or at the earliest possible date if prior to one hundred twenty (120) calendar days from the
date hereof), and any amendment declared effective by the SEC at the earliest possible date. The Company shall use reasonable best
efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities
Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier
of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated
under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and
no Available Amount remains under the Purchase Agreement (the "Registration Period"). The Registration Statement
(including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of
a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading.


 


b.       Rule
424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file with the SEC, pursuant
to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to be used in connection with
sales of the Registrable Securities under the Registration Statement. The Investor and its counsel shall have a reasonable opportunity
to review and comment upon such prospectus prior to its filing with the SEC, and the Company shall give due consideration to all
such comments. The Investor shall use its reasonable best efforts to comment upon such prospectus within one (1) Business Day from
the date the Investor receives the final pre-filing version of such prospectus.


 


c.       Sufficient
Number of Shares Registered. In the event the number of shares available under the Registration Statement is insufficient to
cover all of the Registrable Securities, the Company shall amend the Registration Statement or file a new Registration Statement
(a “New Registration Statement”), so as to cover all of such Registrable Securities (subject to the limitations
set forth in Section 2(a)) as soon as practicable, but in any event not later than ten (10) Business Days after the necessity therefor
arises, subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act. The Company shall use
it reasonable best efforts to cause such amendment and/or New Registration Statement to become effective as soon as practicable
following the filing thereof.


 




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In the event that any of the Put Shares or
Warrant Shares are not included in the Registration Statement, or have not been included in any New Registration Statement and
the Company files any other registration statement under the Securities Act (other than on Form S-4, Form S-8, or with respect
to other employee related plans or rights offerings) (“Other Registration Statement”) then the Company shall
include in such Other Registration Statement first all of such Warrant Shares that have not been previously registered, second
all of such Put Shares that not have been previously registered, and third any other securities the Company wishes to include in
such Other Registration Statement.   The Company agrees that it shall not file any such Other Registration Statement
unless all of the Put Shares and Warrant Shares have been included in such Other Registration Statement or otherwise have been
registered for resale as described above.


 


d. Offering. If the
staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement
filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to
become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices),
or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required
by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the
Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior
consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities
to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective
and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall
file one or more New Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have
been included in Registration Statements that have been declared effective and the prospectus contained therein is available for
use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations
to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary
to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).


 


3.       RELATED
OBLIGATIONS.


 


With respect to the Registration
Statement and whenever any Registrable Securities are to be registered pursuant to Section 2 including on any New Registration
Statement, the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities in accordance
with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:


 


a.       The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any registration
statement and the prospectus used in connection with such registration statement, which prospectus is to be filed pursuant to Rule
424 promulgated under the Securities Act, as may be necessary to keep the Registration Statement or any New Registration Statement
effective at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act
with respect to the disposition of all Registrable Securities of the Company covered by the Registration Statement or any New Registration
Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods
of disposition by the seller or sellers thereof as set forth in such registration statement.


 


b.       The
Company shall permit the Investor to review and comment upon the Registration Statement or any New Registration Statement and all
amendments and supplements thereto at least two (2) Business Days prior to their filing with the SEC, and not file any document
in a form to


 




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which Investor reasonably objects. The Investor
shall use its reasonable best efforts to comment upon the Registration Statement or any New Registration Statement and any amendments
or supplements thereto within two (2) Business Days from the date the Investor receives the final version thereof. The Company
shall furnish to the Investor, without charge any correspondence from the SEC or the staff of the SEC to the Company or its representatives
relating to the Registration Statement or any New Registration Statement.


 


c.       Upon
request of the Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with the
SEC, at least one copy of such registration statement and any amendment(s) thereto, including financial statements and schedules,
all documents incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any registration statement, a
copy of the prospectus included in such registration statement and all amendments and supplements thereto (or such other number
of copies as the Investor may reasonably request) and (iii) such other documents, including copies of any preliminary or final
prospectus, as the Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable
Securities owned by the Investor. For the avoidance of doubt, any filing available to the Investor via the SEC’s live EDGAR
system shall be deemed “furnished to the Investor” hereunder.


 


d.       The
Company shall use reasonable best efforts to (i) register and qualify the Registrable Securities covered by a registration statement
under such other securities or "blue sky" laws of such jurisdictions in the United States as the Investor reasonably
requests, (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to
such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period,
(iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during
the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition
thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section
3(d), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any
such jurisdiction. The Company shall promptly notify the Investor who holds Registrable Securities of the receipt by the Company
of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for
sale under the securities or "blue sky" laws of any jurisdiction in the United States or its receipt of actual notice
of the initiation or threatening of any proceeding for such purpose.


 


e.       As
promptly as practicable after becoming aware of such event or facts, the Company shall notify the Investor in writing of the happening
of any event or existence of such facts as a result of which the prospectus included in any registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading, and promptly prepare
a supplement or amendment to such registration statement to correct such untrue statement or omission, and deliver a copy of such
supplement or amendment to the Investor (or such other number of copies as the Investor may reasonably request). The Company shall
also promptly notify the Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has
been filed, and when a registration statement or any post-effective amendment has become effective (notification of such effectiveness
shall be delivered to the Investor by email or facsimile on the same day of such effectiveness and by overnight mail), (ii) of
any request by the SEC for amendments or supplements to any registration statement or related prospectus or related information,
and (iii) of the Company's reasonable determination that a post-effective amendment to a registration statement would be appropriate.


 




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f.       The
Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of
any registration statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and,
if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment
and to notify the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation
or threat of any proceeding for such purpose.


 


g.       The
Company shall (i) cause all the Registrable Securities to be listed on each securities exchange on which securities of the same
class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted
under the rules of such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the principal exchange
or recognized quotation system for the Company’s common stock. The Company shall pay all fees and expenses in connection
with satisfying its obligation under this Section.


 


h.       The
Company shall cooperate with the Investor to facilitate the timely preparation and delivery of the Registrable Securities (not
bearing any restrictive legend) either by DWAC, DRS, or in certificated form if DWAC or DRS is unavailable, to be offered pursuant
to any registration statement and enable such Registrable Securities to be in such denominations or amounts as the Investor may
reasonably request and registered in such names as the Investor may request.


 


i.       The
Company shall at all times provide a transfer agent and registrar with respect to its Common Stock.


 


j.       If
reasonably requested by the Investor, the Company shall (i) immediately incorporate in a prospectus supplement or post-effective
amendment such information as the Investor believes should be included therein relating to the sale and distribution of Registrable
Securities, including, without limitation, information with respect to the number of Registrable Securities being sold, the purchase
price being paid therefor and any other terms of the offering of the Registrable Securities; (ii) make all required filings of
such prospectus supplement or post-effective amendment as soon as practicable upon notification of the matters to be incorporated
in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any registration statement.


 


k.       The
Company shall use its reasonable best efforts to cause the Registrable Securities covered by any registration statement to be registered
with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.





l.       Within
one (1) Business Day after any registration statement which includes the Registrable Securities is ordered effective by the SEC,
the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable
Securities (with copies to the Investor) confirmation that such registration statement has been declared effective by the SEC in
the form attached hereto as Exhibit A. Thereafter, if requested by the Buyer at any time, the Company shall require its
counsel to deliver to the Buyer a written confirmation whether or not the effectiveness of such registration statement has lapsed
at any time for any reason (including, without limitation, the issuance of a stop order) and whether or not the registration statement
is current and available to the Buyer for sale of all of the Registrable Securities.


 


m.       The
Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable
Securities pursuant to any registration statement.


 




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4.       OBLIGATIONS
OF THE INVESTOR.


 


a.       The
Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection
with any registration statement hereunder. The Investor shall furnish to the Company such information regarding itself, the Registrable
Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required
to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration
as the Company may reasonably request.


 


b.       The
Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing
of any registration statement hereunder.


 


c.       The
Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind
described in Section 3(f) or the first sentence of 3(e), the Investor will immediately discontinue disposition of Registrable Securities
pursuant to any registration statement(s) covering such Registrable Securities until the Investor's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e). Notwithstanding anything to the
contrary, the Company shall cause its transfer agent to promptly deliver shares of Common Stock without any restrictive legend
in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which
an Investor has entered into a contract for sale prior to the Investor's receipt of a notice from the Company of the happening
of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Investor has not yet
settled.


 


5.       EXPENSES
OF REGISTRATION.


 


All reasonable expenses,
other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections
2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees
and disbursements of counsel for the Company, shall be paid by the Company.


 


6.       INDEMNIFICATION.


 


a.       To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each
Person, if any, who controls the Investor, the members, the directors, officers, partners, employees, agents, representatives of
the Investor and each Person, if any, who controls the Investor within the meaning of the Securities Act or the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (each, an "Indemnified Person"), against any losses,
claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses,
joint or several, (collectively, "Claims") incurred in investigating, preparing or defending any action, claim,
suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative
or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a
party thereto ("Indemnified Damages"), to which any of them may become subject insofar as such Claims (or actions
or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or
alleged untrue statement of a material fact in the Registration Statement, any New Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue
sky" laws of any jurisdiction in which Registrable Securities are offered ("Blue Sky Filing"), or the omission
or alleged omission to state a


 




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material fact required to be stated therein
or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material
fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto
with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein,
in light of the circumstances under which the statements therein were made, not misleading, (iii) any violation or alleged violation
by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law,
or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement
or any New Registration Statement or (iv) any material violation by the Company of this Agreement (the matters in the foregoing
clauses (i) through (iv) being, collectively, "Violations"). The Company shall reimburse each Indemnified Person
promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred
by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein,
the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out
of or based upon a Violation which occurs in reliance upon and in conformity with information about the Investor furnished in writing
to the Company by such Indemnified Person expressly for use in connection with the preparation of the Registration Statement, any
New Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by
the Company pursuant to Section 3(c) or Section 3(e); (ii) with respect to any superseded prospectus, shall not inure to the benefit
of any such person from whom the person asserting any such Claim purchased the Registrable Securities that are the subject thereof
(or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the
superseded prospectus was corrected in the revised prospectus, as then amended or supplemented, if such revised prospectus was
timely made available by the Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly advised
in writing not to use the incorrect prospectus prior to the use giving rise to a violation and such Indemnified Person, notwithstanding
such advice, used it; (iii) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or
to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company
pursuant to Section 3(c) or Section 3(e); and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement
is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity
shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall
survive the transfer of the Registrable Securities by the Investor pursuant to Section 9.


 


b.       Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or
proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall,
if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party
a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense
thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the
case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel
with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying
party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate
due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented
by such counsel in such proceeding. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party
in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying
party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or claim.


 




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The indemnifying party shall keep the Indemnified
Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect
thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written
consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying
party shall, without the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into
any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party or Indemnified Person of a release from all liability in respect to such claim or litigation. Following
indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or
Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has
been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any
such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this
Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.


 


c.       The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.


 


d.       The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party
or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to the law.


 


7.       CONTRIBUTION.


 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however,
that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation;
and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received
by such seller from the sale of such Registrable Securities.


 


8.       REPORTS
AND DISCLOSURE UNDER THE SECURITIES ACTS.


 


With a view to making available
to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC
that may at any time permit the Investor to sell securities of the Company to the public without registration ("Rule 144"),
the Company agrees, at the Company’s sole expense, to:


 


a.       make
and keep public information available, as those terms are understood and defined in Rule 144;


 


b.       file
with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange
Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required
for the applicable provisions of Rule 144;


 




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c.       furnish
to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company
that it has complied with the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, (ii)
a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company,
and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule
144 without registration; and


 


d.       take
such additional action as is requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule
144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to
the Company’s Transfer Agent as may be requested from time to time by the Investor and otherwise fully cooperate with Investor
and Investor’s broker to effect such sale of securities pursuant to Rule 144.


 


The Company agrees that damages
may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that Investor shall, whether or not
it is pursuing any remedies at law, be entitled to equitable relief in the form of a preliminary or permanent injunctions, without
having to post any bond or other security, upon any breach or threatened breach of any such terms or provisions.


 


		9.	ASSIGNMENT OF REGISTRATION RIGHTS.



 


The Company shall not assign
this Agreement or any rights or obligations hereunder without the prior written consent of the Investor. The Investor may not assign
its rights under this Agreement (except with respect to the Warrant Shares) without the written consent of the Company.


 


10.       AMENDMENT
OF REGISTRATION RIGHTS.


 


No provision of this Agreement
may be amended or waived by the parties from and after the date that is one Business Day immediately preceding the initial filing
of the Registration Statement with the SEC. Subject to the immediately preceding sentence, no provision of this Agreement may be
(i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a written instrument
signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under
this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.


 


11.       MISCELLANEOUS.


 


a.       A
Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable
Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the
same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered
owner of such Registrable Securities.


 


b.       Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by facsimile or email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the
sending party); or (iii) one (1) Business Day after deposit with a nationally recognized overnight delivery service, in each case
properly addressed to the party to receive the same. The addresses for such communications shall be:


 




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If to the Company:


 


AB
International Group Corp.


1st
Floor, Union Industrial Building, 116 Wai Yip Street


Kwun
Tong, Kowloon Hong Kong


Email: corp@abqqs.com


Attention: Chiyuan Deng


 


If to the Investor:


Peak One Opportunity Fund, L.P.


333 South Hibiscus Drive


Miami Beach, FL 33139


E-mail:JGoldstein@PeakOneInvestments.com


Attention: Jason Goldstein


or at such other address and/or facsimile number
and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three
(3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such
notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender's facsimile machine
or email account containing the time, date, recipient facsimile number or email address, as applicable, and an image of the first
page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of
personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause
(i), (ii) or (iii) above, respectively.


 


c.       The
corporate laws of the State of Nevada shall govern all issues concerning this Agreement. All other questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Nevada, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of Nevada. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state courts sitting the State of Florida, County of Miami-Dade and federal courts
sitting the State of Florida, County of Miami-Dade, for the adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party
hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable
in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this
Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.


 


d.       This
Agreement and the Purchase Agreement constitute the entire agreement among the parties hereto with respect to the subject matter
hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein and therein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof and thereof.


 




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e.       Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the successors and permitted
assigns of each of the parties hereto.


 


f.       The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


g.       This
Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission
or by e-mail in a “.pdf” format data file of a copy of this Agreement bearing the signature of the party so delivering
this Agreement.


 


h.       Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


i.       The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules
of strict construction will be applied against any party.


 


j.       This
Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for
the benefit of, nor may any provision hereof be enforced by, any other Person.


 


 


 


* * * * * *


 




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IN WITNESS WHEREOF,
the parties have caused this Agreement to be duly executed as of day and year first above written.


 


 


 


THE COMPANY:


 


AB INTERNATIONAL GROUP CORP.



 


 


By: /s/ Chiyuan Deng


Name: Chiyuan Deng


Title: Chief Executive Officer


 


 


INVESTOR:


 


PEAK ONE OPPORTUNITY FUND, L.P.



 


By: Peak One Investments, LLC,


General Partner


 


 


 


By: /s/
Jason Goldstein


Name: Jason
Goldstein


Title: Managing
Member


 


 


 


[Signature Page to registration rights
agreement]


 







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EXHIBIT
A


 


TO
REGISTRATION RIGHTS AGREEMENT


 


FORM
OF NOTICE OF EFFECTIVENESS


OF REGISTRATION
STATEMENT


 


______, 2020


 


Equiniti Trust
Company


3200 Cherry
Creek Drive South


Denver, CO 80209


 


Re: Effectiveness
of Registration Statement


 


Ladies and Gentlemen:


 


We
are counsel to AB INTERNATIONAL GROUP CORP., a Nevada corporation (the “Company”), and have represented
the Company in connection with that certain Purchase Agreement, dated as of July 29, 2020 (the “Purchase Agreement”),
entered into by and between the Company and Peak One Opportunity Fund, L.P. (the “Buyer”) pursuant to which
the Company has agreed to issue to the Buyer shares of the Company's Common Stock, $0.001 par value (the “Common Stock”),
in an amount up to Ten Million Dollars ($10,000,000.00) (the “Put Shares”), in accordance with the terms of
the Purchase Agreement. In connection with the transactions contemplated by the Purchase Agreement, the Company has registered
with the U.S. Securities & Exchange Commission the following shares of Common Stock:


 


		(1)	__________
                                         Put Shares to be issued to the Buyer upon purchase from the Company by the Buyer from
                                         time to time in accordance with the Purchase Agreement as well as the Warrant Shares.



 


Pursuant
to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement, of even date with the Purchase Agreement
with the Buyer (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things,
to register the Put Shares and Warrant Shares under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with the Company's obligations under the Purchase Agreement and the Registration Rights Agreement, on [_____], 2020,
the Company filed a Registration Statement (File No. 333-[_________]) (the “Registration Statement”) with the
Securities and Exchange Commission (the “SEC”) relating to the resale of the Put Shares and/or the Warrant
Shares.


 


In
connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered
an order declaring the Registration Statement effective under the Securities Act at [_____] [A.M./P.M.] on [__________], 2020
and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness
has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Put Shares and
Warrant Shares are available for resale under the Securities Act pursuant to the Registration Statement and may be issued without
any restrictive legend.


 


Very
truly yours,


[Company
Counsel]


 


 


By:____________________


 


 


cc:Peak
One Opportunity Fund, L.P.




 






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