SERIES
C PREFERRED STOCK PURCHASE AGREEMENT


 


This
SERIES C PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of February 22, 2021, by and between
AB INTERNATIONAL GROUP CORP., a Nevada corporation, with its address at 48 Wall Street, Suite 1009, New York, NY 10005
(the “Company”), and GENEVA ROTH REMARK HOLDINGS, INC., a New York corporation, with its address at 111 Great
Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).


 


WHEREAS:


 


A.                  
The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended (the “1933 Act”); and


 


B.                  
Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement,
119,025 shares of Series C Preferred Stock of the Company (“Series C Shares”) with the rights and preferences as set
forth on the Certificate of Designation of the Series C Preferred Stock attached hereto as Exhibit A (“Certificate
of Designation”).


 


NOW
THEREFORE, in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Buyer severally (and not jointly) hereby agree as follows:


 


		1.	Purchase
                                         and Sale of Series C Shares.



 


a.                   
Purchase of Series C Shares. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer
and the Buyer agrees to purchase from the Company 119,025 Series C Shares with the rights and preferences as set forth in the
Certificate of Designation.


 


b.                  
Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay $103,500.00 for the Series C Shares
to be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately
available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Series
C Shares, and (ii) the Company shall deliver such duly executed and authorized Series C Shares on behalf of the Company, to the
Buyer, against delivery of such Purchase Price.


 


c.                   
Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 6 and Section
7 below, the date and time of the issuance and sale of the Series C Shares pursuant to this Agreement (the “Closing Date”)
shall be 12:00 noon, Eastern Standard Time on or about February 23, 2021, or such other mutually agreed upon time. The closing
of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location
as may be agreed to by the parties.


 




    	 		 



    	 



    

 





2.                   
Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:


 


a.                   
The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly
authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy,
reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights
of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or law).


b.                  
The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock
issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion
Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration
under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation
D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows:


 


i.                    
The Buyer realizes that the basis for the exemption from registration may not be available
if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed
or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any
such intention.


 


ii.                   
The Buyer realizes that the basis for exemption would not be available if the offering
is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws,
except sales pursuant to a registration statement or sales that are exempted under the 1933 Act.


 


iii.                 
The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account,
for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities.


 


iv.                 
The Buyer has the financial ability to bear the economic risk of the Buyer’s investment,
has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment
in the Company.


 


v.                   
The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or
tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it
has not been organized solely for the purpose of acquiring the Securities.


 




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vii.
The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed
them and understands the information contained therein, prior to the execution of this Agreement.


 


c.                   
The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal,
tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted
with, only its Advisors.


 


d.                  
The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully
understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s
entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk
Factors” in the Company’s SEC filings.


 


e.                  
The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom,
and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the
Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold,
pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable
securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the
Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to
Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation
to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further
restricted by state securities laws and the provisions of this Agreement.


 


f.                    
The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person
or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations
and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors,
if any.


 


g.                   
The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company
(or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and
(ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection
therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper
or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend
any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising;
or


(C)
observe any website or filing of the Company with the SEC in which any offering of securities by the Company was described and
as a result learned of any offering of securities by the Company.


 




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h.                  
The Buyer has taken no action that would give rise to any claim by any person for brokerage commissions, finders’
fees or the like relating to this Agreement or the transactions contemplated hereby.


 


		i.	The Buyer
                                         is an “accredited investor” as that term is defined in Rule 501(a) of



Regulation D.


 


j.                    
Legends. The Buyer understands that until such time as the Securities have been registered under the 1933 Act or
may be sold pursuant to an applicable exemption from registration, the Securities shall bear a restrictive legend in substantially
the following form:


 


"THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED
UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION
ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED
OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS."


 


The
legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security
upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for
sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from
registration without any restriction as to the number of securities as of a particular date that can then be immediately sold,
or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel
in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under
the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell
all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable
prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the
Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline
(as defined in the Certificate of Designation), it will be considered an Event of Default (as defined in the Certificate of Designation).


 


3.                   
Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:


 




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a.                   
Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation
duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full
power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where
now owned, leased, used, operated and conducted. “Subsidiaries” means any corporation or other organization, whether
incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.


 


b.                  
Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform
this Agreement and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with
the terms hereof and thereof, (ii) the execution and delivery of this Agreement by the Company and the consummation by it of the
transactions contemplated hereby and thereby (including without limitation, the issuance of the Series C Shares and the issuance
and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized
by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its
shareholders is required,


(iii)
this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative
is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith
and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Series
C Shares, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the
Company in accordance with its terms except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar
laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the
obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or law).


 


c.                   
Capitalization. As of the date hereof, the authorized common stock of the Company consists of 1,000,000,000 authorized
shares of common stock, $0.001 par value per share, of which 155,945,577 shares are issued and outstanding and 10,000,000 shares
of preferred stock, $0.001 par value per, of which 100,000 shares of Series A Preferred shares and 20,000 shares of Series B Preferred
shares are issued and outstanding. On or prior to the Closing Date, the Certificate of Designation shall be filed with the Nevada
Secretary of State authorizing 1,000,000 Series C Shares with an initial stated value of $1.00. All of such outstanding shares
of capital stock are duly authorized, validly issued, fully paid and non-assessable.


 


d.                  
Issuance of Securities. The Securities upon issuance will be validly issued, fully paid and non-assessable, and
free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights
or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.


 


e.                  
No Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the
Company of the transactions contemplated hereby and


 




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thereby
(including, without limitation, the issuance of the Securities and reservation for issuance of the Conversion Shares) will not
(i) conflict with or result in a violation of any provision of the Articles of Incorporation, as amended or By-laws, or (ii) violate
or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of
time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party,
or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities
laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject)
applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries
is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations
as would not, individually or in the aggregate, have a Material Adverse Effect (as defined herein)). The businesses of the Company
and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Buyer owns any of the Securities,
in violation of any law, ordinance or regulation of any governmental entity. “Material Adverse Effect” means any material
adverse effect on the business, operations, assets or financial condition of the Company or its Subsidiaries, if any, taken as
a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith.


 


f.                    
SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended
(the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial
statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being
hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Buyer
true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates
or if amended, as of the dates of the amendments, the SEC Documents complied in all material respects with the requirements of
the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the
SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to
be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior
the date hereof). As of their respective dates or if amended, as of the dates of the amendments, the financial statements of the
Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and
the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance
with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present
in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates
thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal year-end audit adjustments). The Company is subject to the reporting requirements of the 1934 Act.


 




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g.                   
Absence of Certain Changes. Since November 30, 2020, except as set forth in the SEC Documents, there has been no
material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial
condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.


 


h.                  
Absence of Litigation. Except as set forth in the SEC Documents, there is no action, suit, claim, proceeding, inquiry
or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to
the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries,
or their officers or directors in their capacity as such, that could have a Material Adverse Effect. The Company and its Subsidiaries
are unaware of any facts or circumstances which might give rise to any of the foregoing.


 


i.                    
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf,
has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances
that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities
to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes
of any shareholder approval provisions applicable to the Company or its securities.


 


j.                    
No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this
Agreement will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an
“Investment Company”). The Company is not controlled by an Investment Company.


 


		4.	COVENANTS.



 


a.                   
Best Efforts. The Company shall use its commercially reasonable efforts to satisfy timely each of the conditions
described in Section 7 of this Agreement.


 


b.                  
Form D; Blue Sky Laws. The Company agrees to timely make any filings required by federal and state laws as a result
of the closing of the transactions contemplated by this Agreement.


 


c.                   
Use of Proceeds. The Company shall use the proceeds for general working capital purposes.


 


d.                  
Expenses. At the Closing, the Company’s obligation with respect to the transactions contemplated by this Agreement
is to reimburse Buyer’s expenses for Buyer’s legal fees and due diligence fee in an amount not to exceed $3,500.


 




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e.                  
Corporate Existence. So long as the Buyer beneficially owns any Series C Shares, the Company shall maintain its
corporate existence and shall not sell all or substantially all of the Company’s assets, except with the prior written consent
of the Buyer.


 


f.                    
Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to
any other remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under the Certificate
of Designation.


 


g.                   
Failure to Comply with the 1934 Act/Negative Designation Removal. So long as the Buyer beneficially owns any Series
C Shares, the Company shall comply with the reporting requirements of the 1934 Act; the Company shall continue to be subject to
the reporting requirements of the 1934 Act; and, if OTCMarkets.com designates the Company as “Caveat Emptor” or “Shell
Risk” (collectively, “Negative Designation”), the Company shall immediately cause OTCMarkets.com to remove such
designation (any Negative Designation shall in any case be removed from OTCMarkets within five (5) days or such failure shall
be an Event of Default pursuant to the Note); any breach of the foregoing shall be considered an event of default under the Certificate
of Designation.


 


h.                  
Trading Activities. Neither the Buyer nor its affiliates has an open short position in the common stock of the Company
and the Buyer agrees that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging
transactions with respect to the common stock of the Company.


 


i.                    
The Buyer is Not a “Dealer”. The Buyer and the Company hereby acknowledge and agree that solely with
respect to the transactions contemplated by this agreement and services, if any, provided by the Buyer to the Company, the Buyer
has not: (i) acted as an underwriter; (ii) acted as a market maker or specialist; (iii) acted as “de facto” market
maker; or (iv) conducted any other professional market activities such as providing investment advice, extending credit and lending
securities in connection; and thus that the Buyer is not a “Dealer” as such term is defined in the 1934 Act.


 


5.                   
Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates,
registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by
the Buyer to the Company upon conversion of the Series C Shares in accordance with the terms of the Certificate of Designation
(the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent,
the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions
in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserve
shares of common stock in the Reserved Amount (as defined in the Certificate of Designation) signed by the successor transfer
agent to Company and the Company. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion
Shares may be sold pursuant to an exemption from registration, all such certificates shall bear the restrictive legend specified
in Section 2(j) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions
referred to in this Section 5, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely
transferable


 




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on
the books and records of the Company as and to the extent provided in this Agreement and the Certificate of Designation; (ii)
it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically
or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant
to the Certificate of Designation or this Agreement as and when required by thereby; and (iii) it will not fail to remove (or
direct its transfer agent not to remove or impair, delay, and/or hinder its transfer agent from removing) any restrictive legend
(or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the
Buyer upon conversion of the Series C Shares of or otherwise pursuant to the Certificate of Designation or this Agreement as and
when required thereby. If the Buyer provides the Company and the Company’s transfer, at the cost of the Buyer, with an opinion
of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or
transfer of such Securities may be made without registration under the 1933 Act, the Company shall permit the transfer, and, in
the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive
legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated
hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may
be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that
the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring
immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.


 


6.                   
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell
the Series C Shares to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following
conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at
any time in its sole discretion:


 


		a.	The Buyer
                                         shall have executed this Agreement and delivered the same to



the Company.


 


		b.	The
                                         Buyer shall have delivered the Purchase Price in accordance with



Section 1(b) above.


 


c.                   
The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when
made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific
date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.


 


d.                  
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization
having authority over the matters


 




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contemplated hereby which
prohibits the consummation of any of the transactions contemplated by this Agreement.


 


7.                   
Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Series
C Shares at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided
that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:


 


		a.	The Company
                                         shall have executed this Agreement and delivered the



same to the Buyer.


 


b.                  
The Company shall have delivered to the Buyer the Series C Shares by way of book entry as confirmed by the Company’s
transfer agent in accordance with Section 1(b) above.


 


c.                   
The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered
to and acknowledged in writing by the Company’s Transfer Agent.


 


d.                  
The representations and warranties of the Company shall be true and correct in all material respects as of the date when
made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific
date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.
The Buyer shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as
of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including,
but not limited to certificates with respect to the Board of Directors’ resolutions relating to the transactions contemplated
hereby.


 


e.                  
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization
having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated
by this Agreement.


 


f.                    
No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including,
but not limited, to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its
1934 Act reporting obligations.


 


g.                   
The Company’s transfer agent shall be engaged to act as the transfer agent for the Series C Preferred Shares.


 


h.                  
The Certificate of Designation shall be properly authorized and filed with the Secretary of State of the State of Nevada
and declared effective.


 




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		8.	Governing
                                         Law; Miscellaneous.



 


a.                   
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New
York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the Eastern
District of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action
instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.
The Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable
attorney's fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith
is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the
extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision
which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision
of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any
suit, action or proceeding in connection with this Agreement, the Series C Shares, the Certificate of Designation or any related
document or agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for 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 other manner permitted by law.


 


b.                  
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original
but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party.


c.                   
Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect
the interpretation of, this Agreement.


 


d.                  
Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable
statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall
be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable
under any law shall not affect the validity or enforceability of any other provision hereof.


 


e.                  
Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding
of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein,
neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No
provision of this Agreement may be waived or amended other than by an instrument in writing signed by the parties hereto.


 




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f.                    
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, telegram, email, or facsimile, addressed as set forth below or to such other address as
such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be
given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated
by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first (1st) business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is to be received) or (b) on the second (2nd)
business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such communications shall be as set forth in the heading
of this Agreement with a copy by fax only to (which copy shall not constitute notice) to Naidich Wurman LLP, 111 Great Neck Road,
Suite 214, Great Neck, NY 11021, Attn: Allison Naidich, facsimile: 516-466-3555, e-mail: allison@nwlaw.com. Each party shall provide
notice to the other party of any change in address.


 


g.                   
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the
prior written consent of the other.


 


h.                  
Survival and Indemnification. The representations and warranties and the agreements and covenants set forth in this
Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the
either party. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents
for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations,
warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement
of expenses as they are incurred. The Buyer agrees to indemnify and hold harmless the Company and all their officers, directors,
employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Buyer of any
of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this
Agreement, including advancement of expenses as they are incurred.


 


i.                    
Further Assurances. 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.


 




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j.                    
No Strict Construction. 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.


 


k.                   
Remedies. Each party acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to
the other party by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, each party acknowledges
that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach
or threatened breach by the other party of the provisions of this Agreement, that the non-breaching party shall be entitled, in
addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction
or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions
hereof, without the necessity of showing economic loss and without any bond or other security being required.


 


IN WITNESS
WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.


 











	AB
                                         INTERNATIONAL GROUP CORP. 
	 
	 	 
	 	 
	By: /s/ Chiyuan Deng	 
	Name: Chiyuan Deng	 
	Title:Chief Executive Officer	 
	 	 
	 	 
	 	 
	 	 
	GENEVA ROTH REMARK
    HOLDINGS, INC.	 
	 	 
	 	 
	By: /s/
        Curt Kramer

         Name:
        Curt Kramer

        Title: President

	 
	 
	 
	 AGGREGATE
SUBSCRIPTION AMOUNT:

         

	Number of Series C Preferred Shares purchased	119,025
	 	 
	Aggregate Purchase Price:	$103,500.00



 



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EXHIBIT
A


Certificate
of Designation


 






See attached.



 






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