SECURITIES PURCHASE
AGREEMENT


 


This Securities
Purchase Agreement (this “Agreement”) is dated as of March 10, 2021, between AB International Group Corp., a
Nevada corporation (the “Company”), and the purchaser identified on the signature page hereto (including its
successors and assigns, the “Purchaser”).


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell
to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in
this Agreement.


 


NOW, THEREFORE,
IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt
and adequacy of which are hereby acknowledged, the Company and the Purchaser agrees as follows:


 


ARTICLE
I.


DEFINITIONS


 


1.1 Definitions.
In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have
the meanings given to such terms in the Certificate of Designation (as defined herein), and (b) the following terms have the meanings
set forth in this Section 1.1:


 


“Acquiring Person” shall have the meaning
ascribed to such term in Section 4.5.


“Action” shall have
the meaning ascribed to such term in Section 3.1(j). “Affiliate” means any Person that, directly or indirectly
through one or more


intermediaries, controls or is controlled by or is
under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Board of Directors” means the board
of directors of the Company.


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to
close.


 


“Certificate
of Designation” means the Certificate of Designation to be filed prior to the Closing by the Company with the Secretary
of State of the State of Nevada, in the form of Exhibit A attached hereto.


 


“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable
parties thereto in connection with the Closing, and, to the extent applicable, all conditions precedent to (i)


 




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the Purchaser’s obligations
to pay the Subscription Amount as to the Closing and (ii) the Company’s obligations to deliver the Securities as to the Closing,
in each case, have been satisfied or waived.


 


“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.1(a), which shall occur on the Closing Date.
The Closing will be for the purchase of two hundred and fifty (250) Preferred Shares at the aggregate purchase price of $250,000.


“Commission”
means the United States Securities and Exchange Commission. “Commitment Limit” means the earlier of (i) two
years from the date of this


Agreement or (ii) the aggregate
issuance of 5,000 shares of Preferred Stock to Purchaser.


 


“Commitment
Shares” means seventy five (75) Preferred Shares issued upon the Closing as an equity incentive.


 


“Common
Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock.


 


“Company Counsel”
means The Doney Law Firm.


 


“Disclosure Schedules”
shall have the meaning ascribed to such term in Section 3.1.


 


“Dividend” means eight percent (8%)
per annum of the stated value of any


purchased Preferred Share, paid quarterly by the Company,
and at the Company’s discretion, in cash or in Preferred Stock.


 


“Equity Conditions”
means (i) there are currently no uncured Events of Default,


(ii) the closing price of the
Common Stock for each of the thirty (30) Trading Days prior to the date of such additional Closing exceeds $0.01, (iii) the average
daily trading volume of the Company’s Common Stock for each of the thirty (30) Trading Days prior to the date of such additional
Closing exceeds $200,000 and (iv) there remains an effective Registration Statement available to the Purchaser for the resale of
the shares of Common Stock issuable upon conversion of the Preferred Stock.


 


“Evaluation Date”
shall have the meaning ascribed to such term in Section 3.1(r).


 


“Event of Default”
means any of the following events: (i) the suspension, cessation from trading or delisting of the Company's Common Stock on the
Principal


 




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Market for a period of
two (2) consecutive trading days or more; (ii) the failure by the Company to timely comply with the reporting requirements of
the Exchange Act (including applicable extension periods); (iii) the failure for any reason by the Company to issue
Commitment Shares, Dividends or Conversion Shares to the Purchaser within the required time periods; (iv) the Company
breaches any representation, warranty, covenant or other term of condition contained in the definitive agreements between the
parties; (v) the Company files for Bankruptcy or receivership or any money judgment writ, liquidation or a similar process is
entered by or filed against the Company for more than $50,000 and remains unvacated, unbonded or unstayed for a period of
twenty (20) calendar days; (vi) any cessation of operations by the Company or failure by the Company to maintain any assets,
intellectual, personal or real property or other assets which are necessary to conduct its business (vii) the Company shall
lose the "bid" price for its Common stock on the Principal Market; or (viii) if at any time the Common Stock is no
longer DWAC eligible.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“FCPA” means
the Foreign Corrupt Practices Act of 1977, as amended.


 


“GAAP”
means generally accepted accounting principles in the U.S.


 


“Intellectual Property
Rights” shall have the meaning ascribed to such term in Section 3.1(o).


 


“Liens” means a
lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Material Adverse Effect”
shall have the meaning assigned to such term in Section 3.1(b).


 


“Material Permits” shall have the
meaning ascribed to such term in Section 3.1(m).


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Preferred
Stock” means, five thousand (5,000) shares of the Company’s Series D Preferred Stock issued hereunder having the
rights, preferences and privileges set forth in the Certificate of Designation, in the form of Exhibit A hereto.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


 




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“Purchaser Party” shall have the
meaning ascribed to such term in Section 4.7.


 


“Registration Statement”
means any Registration Statement under which the shares of the Company’s common stock is registered.


 


“Required Approvals” shall have
the meaning ascribed to such term in Section 3.1(e).


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“SEC Reports” shall have the meaning
ascribed to such term in Section 3.1(g).


 


“Securities”
means the Preferred Stock or the common shares into which the Preferred Stock is converted.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall
not be deemed to include the location and/or reservation of borrowable shares of Common Stock).


 


“Stated Value”
means $1,200 per share of Series TBD Preferred Stock.


 


“Subscription
Amount” shall mean the aggregate amount to be paid for the Preferred Stock purchased hereunder as specified on the signature
page under the heading “Subscription Amount,” in United States dollars and in immediately available funds.


 


“Subsidiary” means
any subsidiary of the Company as set forth on Schedule 3.1(a) and shall, where applicable, also include any direct or indirect
subsidiary of the Company formed or acquired after the date hereof.


 


“Trading Day” means
a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market,


 




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the New York Stock Exchange, the OTCQB or the
OTC Markets (or any successors to any of the foregoing).


 


“Transaction
Documents” means this Agreement, the Certificate of Designation, all exhibits and schedules thereto and hereto and any
other documents or agreements executed in connection with the transactions contemplated hereunder.


 


“Transfer
Agent” means Equiniti Trust Company the current transfer agent of the Company, with a mailing address of 3200 Cherry
Creek South Drive, Suite 430, Denver, CO 80209 and any successor transfer agent of the Company.


 


ARTICLE
II.


PURCHASE AND SALE


 


2.1             
(a) Closing. Upon the terms and subject to the conditions set forth herein, substantially
concurrent with the execution and delivery of this Agreement by the parties hereto and the Company’s filing of a Registration
Statement registering the resale by the Purchaser of the shares of Common Stock issuable upon conversion of the Preferred Stock,
the Company agrees to sell, and the Purchaser agrees to purchase, two hundred and fifty (250) shares of Preferred Stock at price
of $1,000 per share of Preferred Stock (the “Purchased Shares”). The Purchaser shall deliver to the Company,
via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature
page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock
purchased, as determined pursuant to Section 2.2(a) and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable
at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at
the offices of Company Counsel or such other location as the parties shall mutually agree.


 


(b) Additional
Closings. Upon the effective date of a Registration Statement registering the resale of the Common Stock issuable upon conversion
of the Preferred Stock by the Purchaser, the Company, upon satisfaction of the applicable deliveries set forth in Section 2.2 and
the satisfaction of the closing conditions set forth in Section 2.3, the Company agrees to sell, and the Purchaser agrees to purchase,
on such date and every thirty (30) calendars thereafter until the Commitment Limit is reached, at least five hundred (500) shares
of Preferred Stock at price of $1,000 per share of Preferred Stock, as long as the Equity Conditions are then satisfied. Notwithstanding
anything to the contrary herein, if the volume criteria in subsection (iii) of the Equity Conditions in Section 1.1 are not met,
Purchaser shall, subject to the criteria in subsections (i), (ii) and (iv) of the same Section 1.1 being met, purchase such number
of shares of Preferred Stock, at the per share price of $1,000, that equates to one hundred percent (100%) of the average daily
trading dollar volume for the ten (10) Trading Days preceding the relevant tranche.


 


		2.2	Deliveries.



 


(a)                
On or prior to the Closing Date (or as otherwise indicated below), the Company shall deliver
or cause to be delivered to the Purchaser the following:


 




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		(i)	This Agreement duly executed by the Company;



 


(ii)               
Certificates evidencing (1) two hundred and fifty (250) shares of Preferred Stock, representing
the Purchased Shares and (2) the Commitment Shares; and


 


(iii)             
An irrevocable letter of instruction to the Company's Transfer Agent, instructing the Transfer
Agent to maintain for the benefit of the Purchaser, 50,000,000 shares of its common stock and at all times thereafter three times
3x) the number of common shares needed to by the Purchaser to convert all shares of Preferred Stock held by the Purchaser.


 


(b)                
On or prior to the Closing Date, the Purchaser shall deliver or cause to be delivered to the
Company, as applicable, the following:


 


		(i)	This Agreement duly executed by the Purchaser; and



 


(ii)               
the Purchaser’s Subscription Amount by wire transfer to the account specified in writing
by the Company together with the subscription form attached as an Exhibit below.


 


		2.3	Closing Conditions.



 


(a)                
The obligations of the Company hereunder in connection with the Closing are subject to the
following conditions being met:


 


(i)                 
the accuracy in all material respects on the applicable Closing Date of the representations
and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as
of such date);


 


(ii)               
all obligations, covenants and agreements of the Purchaser required to be performed at or
prior to the applicable Closing Date shall have been performed; and


 


(iii)             
the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement.


 


(b)                
The obligations of the Purchaser hereunder in connection with the Closing are subject to the
following conditions being met:


 


(i)                 
the accuracy in all material respects when made and on the applicable Closing Date of the
representations and warranties of the Company contained herein (unless as of a specific date therein);


 


(ii)               
all obligations, covenants and agreements of the Company required to be performed at or prior
to the applicable Closing Date shall have been performed;


 




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(iii)             
the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;


 


(iv)              
there shall have been no Material Adverse Effect with respect to the Company since the date
hereof; and


 


(v)                
from the date hereof to the applicable Closing Date, trading in the Common Stock shall not
have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the applicable
Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum
prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall
a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred
any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect
on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Purchaser, makes
it impracticable or inadvisable to purchase the Securities at the Closing.


 


ARTICLE
III.


REPRESENTATIONS AND WARRANTIES


 


3.1             
Representations and Warranties of the Company. Except as set forth in the Disclosure
Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or otherwise made herein
to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, the Company hereby makes the
following representations and warranties to the Purchaser:


 


(a)                
Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth
on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each
Subsidiary, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid,
non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries,
all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.


 


(b)                
Organization and Qualification. The Company and each of the Subsidiaries is an entity
duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation
or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as
currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective
certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries
is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in
which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure
to be so qualified or in good standing, as the case may be, could


 




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not have or reasonably be
expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii)
a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the
Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in
any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material
Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking
to revoke, limit or curtail such power and authority or qualification.


 


(c)                
Authorization; Enforcement. The Company has the requisite corporate power and authority
to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and
otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other
Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly
authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors
or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This
Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by
the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation
of the Company enforceable against the Company in accordance with its terms, except: (i) as limited by general equitable principles
and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of
creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief
or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.


 


(d)               
No Conflicts. The execution, delivery and performance by the Company of this Agreement
and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it
of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company’s
or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict
with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the
creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination,
amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt
or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary
is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required
Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction
of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities
laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case
of each of


 




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clauses (ii) and (iii),
such as could not have or reasonably be expected to result in a Material Adverse Effect.


 


(e)                
Filings, Consents and Approvals. The Company has timely filed all quarterly and annual
reports 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”). The Company has delivered to Purchaser true
and complete copies of the SEC Documents, except for such exhibits and incorporated documents, and except as such Documents are
available EDGAR filings on the SEC’s sec.gov website. As of their respective dates, 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, 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). Except as set forth in the financial statements of the Company included in the SEC Documents, the
Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent
to November 30, 2020, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not
required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in
the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting
requirements of the 1934 Act. For the avoidance of doubt, filing of the documents required in this Section 3(g) via the SEC’s
Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) shall satisfy all delivery requirements of this
Section 3(g).


 


The Company is not required to
obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or
other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance
by the Company of the Transaction Documents, other than: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii)
the notice and/or application(s) to each applicable Trading Market for the issuance and sale of the


 




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Securities, and (iii) such filings as are required
to be made under applicable state and federal securities laws (collectively, the “Required Approvals”).


 


(f)                 
Issuance of the Securities. The Securities are duly authorized and, when issued and
paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable,
free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.


 


(g)                
Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g),
which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates
of the Company as of the date hereof. Except as set forth on Schedule 3.1(g), the Company has not issued any capital stock
since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options
under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s
employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the
date of the most recently filed periodic report under the Exchange Act (“SEC Reports”). No Person has any right of
first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by
the Transaction Documents. Except as set forth on Schedule 3.1(g) and except as a result of the purchase and sale of the
Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any
right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which
the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The
issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person
and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price
under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued,
fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding
shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval
or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities.
There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital
stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.


 


		(h)	Intentionally omitted.



 


		(i)	Intentionally omitted.



 


(j)                 
Litigation. Except as disclosed in Schedule 3.1(j), there is no action, suit,
inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of


 




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the Company, threatened against
or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental
or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)
which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities
or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither
the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim
of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been,
and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company
or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending
the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities
Act.


 


(k)                
Labor Relations. Except as disclosed in Schedule 3.1(k), no labor dispute exists
or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be
expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of
a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any
of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships
with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is
now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information
agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party,
and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability
with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state,
local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and
wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.


 


(l)                 
Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation
of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by
the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under
or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party
or by which it or any of its properties is bound (whether or not such default or violation has been waived) except as disclosed
in Schedule 3.1(l), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental
authority, except as set forth on Schedule 3.1(l) or


(iii) is or has been in violation
of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal,
state and local laws relating to taxes, other than tax payments related to payroll that are late, environmental protection, occupational
health and safety, product quality and safety and


 




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employment and labor matters, except in each case
as could not have or reasonably be expected to result in a Material Adverse Effect.


 


(m)              
Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations
and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective
businesses as described in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to
result in a Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received
any notice of proceedings relating to the revocation or modification of any Material Permit.


 


(n)                
Title to Assets. Except as disclosed in Schedule 3.1(n), the Company and the Subsidiaries
have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property
owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except
for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed
to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes,
for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent
nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them
under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.


 


(o)                
Intellectual Property. The Company and the Subsidiaries have, or have rights to use,
all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights,
licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary or required for
use in connection with their respective businesses and which the failure to so have could have a Material Adverse Effect (collectively,
the “Intellectual Property Rights”). Except as disclosed on Schedule 3.1(o), none of, and neither the
Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired,
terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this
Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included
within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate
or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect.
To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by
another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures
to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(p)                
Insurance. Except as set forth on Schedule 3.1(p), the Company and the Subsidiaries
are insured by insurers of recognized financial responsibility against such


 




    	 	12	 



    	 



    

 


losses and risks and in
such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but
not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company
nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such
coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant
increase in cost.


 


(q)                 Transactions
with Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company
or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a
party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for
rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise
requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which
any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder,
member or partner, in each case in excess of $120,000 other than for: (i) payment of salary or consulting fees for
services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits,
including stock option agreements under any stock option plan of the Company. Except as set forth on Schedule 3.1(q),
all employee salaries and contractor fees have been paid to date and no such amounts are outstanding or past due.


 


(r)                 
Sarbanes-Oxley; Internal Accounting Controls. Except as may be disclosed in the SEC
Reports, the Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-Oxley Act
of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission
thereunder that are effective as of the date hereof and as of each Closing Date. Except as disclosed in the SEC Reports, the Company
and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions
are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets
is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability
for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information
required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers
have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of
the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”).
The


 




    	 	13	 



    	 



    

 


Company presented in its
most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of
the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have
been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and
its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial
reporting of the Company and its Subsidiaries.


 


(s)                 
Certain Fees. The Company has or shall engage a suitable Investment Banker in conjunction
with the transaction contemplated herein. No brokerage or finder’s fees or commissions are or will be payable by the Company
or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person
with respect to the transactions contemplated by the Transaction Documents, other than as set forth on Schedule 3.1(s).
The Purchaser shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons
for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction
Documents.


 


(t)                 
Private Placement. Assuming the accuracy of the Purchaser’s representations and
warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities
by the Company to the Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the
rules and regulations of the Trading Market.


 


(u)                
Investment Company. The Company is not, and is not an Affiliate of, and immediately
after receipt of payment for the Securities, will not be or be an Affiliate of, an “investment company” within the
meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not
become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.


 


(v)                
Registration Rights. No Person has any right to cause the Company to effect the registration
under the Securities Act of any securities of the Company or any Subsidiary.


 


(w)              
Listing and Maintenance Requirements. The Company has not in the twelve (12) months
preceding the date hereof, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to
the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company
is and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing
and maintenance requirements.


 


		(x)	[RESERVED]



 


(y)                
Disclosure. Except with respect to the material terms and conditions of the transactions
contemplated by the Transaction Documents, the Company confirms that


 




    	 	14	 



    	 



    

 


neither it nor any other
Person acting on its behalf has provided the Purchaser or its agents or counsel with any information that it believes constitutes
or might constitute material, non-public information. The Company understands and confirms that the Purchaser will rely on the
foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf
of the Company to the Purchaser regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated
hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of
a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances
under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the
date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit 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 and when made, not misleading. The Company acknowledges and agrees that the Purchaser does not make and has not made
any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth
in Section 3.2 hereof.


 


(z)                
No Integrated Offering. Assuming the accuracy of the Purchaser’s representations
and warranties set forth in Section 3.2, 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 of any security or solicited any offers to buy any security, under
circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes
of (i) the Securities Act which would require the registration of any such securities under the Securities Act, or (ii) any applicable
shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.


 


(aa) Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local
income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject,
(ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due
on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of
all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid
taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or
of any Subsidiary know of no basis for any such claim. Immediately after closing of this transaction, the Company covenants to
pay to the Past Due Taxes.


 


(bb) No
General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Securities
by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchaser.


 




    	 	15	 



    	 



    

 


(cc)
Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary,
any agent or other person acting on behalf of the Company or any Subsidiary, has: (i)
directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign
or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any
foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by
the Company or any Subsidiary (or made by any person acting on its behalf of which the Company is aware) which is in violation
of law or (iv) violated in any material respect any provision of FCPA.


 


(dd) Accountants.
The Company’s accounting firm is set forth on Schedule 3.1(dd) of the Disclosure Schedules. To the knowledge and belief
of the Company, such accounting firm: (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall
express its opinion with respect to the financial statements to be included in the Company’s Annual Report for the fiscal
year ending August 31, 2021.


 


(ee) Acknowledgment
Regarding Purchaser’s Purchase of Securities. The Company acknowledges and agrees that the Purchaser is acting solely
in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
thereby. The Company further acknowledges that the Purchaser is not acting as a financial advisor or fiduciary of the Company (or
in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given
by the Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated
thereby is merely incidental to the Purchaser’s purchase of the Securities. The Company further represents to the Purchaser
that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the
independent evaluation of the transactions contemplated hereby by the Company and its representatives.


 


(ff) Acknowledgment
Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding,
it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the
Purchaser agreed, to desist from purchasing or selling, securities of the Company, or “derivative” securities based
on securities issued by the Company or to hold the Securities for any specified term, (ii) past or future open market or other
transactions by the Purchaser, specifically including, without limitation, “derivative” transactions, before or after
a closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded
securities (iii) Omit and (iv) the Purchaser shall not be deemed to have any affiliation with or control over any arm’s length
counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) the Purchaser
may engage in hedging activities at various times during the period that the Securities are outstanding, and (z) such hedging activities
(if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that
the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute
a breach of any of the Transaction Documents.


 




    	 	16	 



    	 



    

 


(gg)
Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly
or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for
soliciting purchases of, any of the Securities, or


(iii) paid or agreed to pay to
any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of
clauses (ii) and (iii), compensation paid to the Company’s placement agent in connection with the placement of the Securities.


 


(hh)Reserved.


 


(ii)
Stock Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i)
in accordance with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair
market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock
option granted under the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there
is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate
the grant of stock options with, the release or other public announcement of material information regarding the Company or its
Subsidiaries or their financial results or prospects.


 


(jj) Office
of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director, officer, agent,
employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of
Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


 


(kk) U.S.
Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the
meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s
request.


 


(ll) Bank
Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act
of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the
“Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly
or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or
more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither
the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank
or any entity that is subject to the BHCA and to regulation by the Federal Reserve.


 


(mm) Money
Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with
applicable financial record-


 




    	 	17	 



    	 



    

 


keeping and reporting requirements
of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable
rules and regulations thereunder (collectively, the “Money Laundering Laws”), and no action, suit or proceeding
by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with
respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.


 


3.2             
Representations and Warranties of the Purchaser. The Purchaser hereby represents and
warrants as of the date hereof and as of the Closing Dates to the Company as follows (unless as of a specific date therein):


 


(a)                
Organization; Authority. The Purchaser is either an individual or an entity duly incorporated
or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full
right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions
contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and
delivery of the Transaction Documents and performance by the Purchaser of the transactions contemplated by the Transaction Documents
have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable,
on the part of the Purchaser. Each Transaction Document to which it is a party has been duly executed by the Purchaser, and when
delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the
Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’
rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.


 


(b)                
Own Account. The Purchaser understands that the Securities are “restricted securities”
and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as
principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation
of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in
violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings
with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any
applicable state securities law (this representation and warranty not limiting the Purchaser’s right to sell the Securities
pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws).


 


(c)              
Purchaser Status. At the time the Purchaser was offered the Securities, it was, and
as of the date hereof it is and on each date on which it converts any shares of Preferred Stock, either: (i) an “accredited
investor” as defined in Rule 501(a)(1), (a)(2),


 




    	 	18	 



    	 



    

 


(a)(3), (a)(7) or (a)(8)
under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities
Act.


 


(d)               
Experience of the Purchaser. The Purchaser, either alone or together with its representatives,
has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits
and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. The Purchaser
is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss
of such investment.


 


(e)                
General Solicitation. The Purchaser is not purchasing the Securities as a result of
any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar
media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.


 


The Company
acknowledges and agrees that the representations contained in Section 3.2 shall not modify, amend or affect the Purchaser’s
right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this
Agreement or the consummation of the transaction contemplated hereby.


 


ARTICLE IV.


OTHER AGREEMENTS OF THE PARTIES


 


		4.1	Transfer Restrictions.



 


(a)                
The Securities may only be disposed of in compliance with state and federal securities laws.
As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have
the rights and obligations of the Purchaser under this Agreement.


 


(b)                
The Purchaser agrees to the imprinting, so long as is required by this Section 4.1, of a legend
on any of the Securities in the following form:


 


THIS SECURITY HAS NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL
BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN


 




    	 	19	 



    	 



    

 


CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR”
AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


The Company
acknowledges and agrees that the Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered
broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited
investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement
and, if required under the terms of such arrangement, the Purchaser may transfer pledged or secured Securities to the pledgees
or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel
of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such
pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee
or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including, if
the Securities are registered under a registration statement, the preparation and filing of any required prospectus supplement
under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list
of selling stockholders thereunder.


 


4.2             
Acknowledgment of Dilution of Voting Power. The Company acknowledges that the issuance
of the Securities will result in dilution of the voting power of the outstanding shares of Common Stock, which dilution will be
substantial.


 


4.3             
Integration. The Company shall not sell, offer for sale or solicit offers to buy or
otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the
offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities
or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market
such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained
before the closing of such subsequent transaction.


 


4.4             
Securities Laws Disclosure; Publicity. The Company and the Purchaser shall consult
with each other in issuing any other press releases with respect to the transactions contemplated hereby including for the initial
press release pursuant to Section 4.8, and neither the Company nor the Purchaser shall issue any such press release nor otherwise
make any such public statement without the prior consent of the Company, with respect to any press release of the Purchaser, or
without the prior consent of the Purchaser, with respect to any press release of the Company, which consent shall not unreasonably
be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide
the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not
publicly disclose the name of the Purchaser, or include the name of the Purchaser in any filing with the Commission or any regulatory
agency or Trading Market, without the prior written consent of the Purchaser, except: (a) as required by federal securities law
in connection with the filing of final Transaction Documents with the Commission


 




    	 	20	 



    	 



    

 


and (b) to the extent such
disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchaser with prior notice
of such disclosure permitted under this clause (b).


 


4.5             
Shareholder Rights Plan. No claim will be made or enforced by the Company or, with
the consent of the Company, any other Person, that the Purchaser is an “Acquiring Person” under any control share acquisition,
business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement
in effect or hereafter adopted by the Company, or that the Purchaser could be deemed to trigger the provisions of any such plan
or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company
and the Purchaser.


 


4.6             
Non-Public Information. Except with respect to the material terms and conditions of
the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it, nor any other Person
acting on its behalf, will provide the Purchaser or its agents or counsel with any information that the Company believes constitutes
material non- public information, unless prior thereto the Purchaser shall have entered into a written agreement with the Company
regarding the confidentiality and use of such information. The Company understands and confirms that the Purchaser shall be relying
on the foregoing covenant in effecting transactions in securities of the Company.


 


4.7             
Indemnification of Purchaser. Subject to the provisions of this Section 4.7, the Company
will indemnify and hold the Purchaser and their respective directors, officers, shareholders, members, partners, employees and
agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such
title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons
with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of
such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations,
claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable
attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to
(a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the
other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their
respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of
the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s
representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party
may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct
by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought
against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall
promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its
own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel
in any such action


 




    	 	21	 



    	 



    

 


and participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i)
the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable
period of time to assume such defense and to employ counsel or such defense once started is subsequently delayed owing to lack
of timely payment by the Company of legal fees and expenses or (iii) in such action there is, in the reasonable opinion of counsel,
a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which
case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company
will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the
Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z)
to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s
breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in
the other Transaction Documents. The indemnification required by this Section 4.7 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 are incurred. The indemnity agreements
contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others
and any liabilities the Company may be subject to pursuant to law.


 


4.8             
Certain Transactions and Confidentiality. The Purchaser, covenants that neither it,
nor any Affiliate acting on its behalf or pursuant to any understanding with it will (i) execute any Short Sales, of any of the
Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions
contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4 or
(ii) from the date hereof until the earlier of the 12 month anniversary of the date hereof and the date that the Preferred Stock
is no longer outstanding, execute any Short Sales of the Common Stock (a “Prohibited Short Sale”). The Purchaser
covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant
to the initial press release as described in Section 4.4, the Purchaser will maintain the confidentiality of the existence and
terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules. Notwithstanding
the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and
agrees that (i) the Purchaser does not make any representation, warranty or covenant hereby that it will not engage in effecting
transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly
announced pursuant to the initial press release as described in Section 4.4, (ii) except for a Prohibited Short Sale, the Purchaser
shall not be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable
securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant
to the initial press release as described in Section 4.4 and (iii) the Purchaser shall have no duty of confidentiality to the Company
or its Subsidiaries after the issuance of the initial press release as described in Section 4.4.


 


4.9             
Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to
the Securities as required under Regulation D and to provide a copy thereof, promptly upon request of the Purchaser. The Company
shall take such action as the Company shall


 




    	 	22	 



    	 



    

 


reasonably determine is necessary
in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchaser under applicable securities or “Blue
Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of the Purchaser.


 


		4.10	Redemption.



 


The Company shall have the right to redeem the Securities,
in accordance with the following schedule:


 


		i.	If all of the Securities are redeemed within
ninety (90) calendar days from the issuance date thereof, the Company shall have the right to redeem the Securities upon five (5)
business days’ of written notice at a price equal to the product of one hundred and fifteen percent (115%) multiplied by
the sum of the outstanding Stated Value together with any accrued but unpaid dividends;



 


		ii.	If all of the Securities are redeemed after
ninety (90) calendar days and within one hundred twenty (120) calendar days from the issuance date thereof, the Company shall have
the right to redeem the Securities upon five (5) business days of written notice at a price equal to the product of one hundred
and twenty percent (120%) multiplied by the sum of the outstanding Stated Value together with any accrued but unpaid dividends;
and



 


		iii.	If all of the Securities are redeemed after
one hundred and twenty (120) calendar days and within one hundred eighty (180) calendar days from the issuance date thereof, the
Company shall have the right to redeem the Securities upon five (5) business days of written notice at a price equal to the product
of one hundred and twenty five percent (125%) multiplied by the sum of the outstanding Stated Value together with any accrued but
unpaid dividends.



 


		iv.	The Company shall honor all conversions of
Preferred Stock until the receipt by the Purchaser of the applicable redemption amounts set forth in this Section 4.10.



 


4.11         
Dividends The Company shall pay a dividend of eight percent (8%) per annum on any purchased
Preferred Shares, for as long as the relevant Preferred Shares have not been redeemed or converted. Dividends shall be paid quarterly,
and at the Company’s discretion, in cash or Preferred Stock calculated at the purchase price.


 


4.12         
Registration Rights The Purchased Shares shall carry registration rights as described
in the Certificate of Designation.


 


4.13            
Event of Default Following any Event of Default, all outstanding Purchased Shares shall
come immediately due for redemption and the redemption amount shall accrue interest at the lesser of (a) 18% per annum or (b) the
maximum legal rate. Redemption following


 




    	 	23	 



    	 



    

 


an Event of Default shall
occur at an amount equaling the product of one hundred and thirty five percent (135%), multiplied by the sum of the Stated Value,
all accrued but unpaid dividends and all other amounts due pursuant to the Certificate of Designation for all Purchased Shares.


 


ARTICLE
V.


MISCELLANEOUS


 


5.1             
Termination. This Agreement may be terminated by the Purchaser, as to the Purchaser’s
obligations hereunder, if the Closing has not been consummated within five (5) Business Days of the date hereof; provided,
however, that such termination will not affect the right of any party to sue for any breach by any other party (or parties).


 


5.2             
Fees and Expenses. At the Closing, the Company has agreed to reimburse the Purchaser
$8,000 for its legal fees in connection with the transaction contemplated by the Transaction Documents, which such amount may be
withheld from the Purchaser’s Subscription Amount deliverable at Closing. Except as expressly set forth in the Transaction
Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts,
if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance
of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day
processing of any instruction letter delivered by the Company), stamp taxes and other taxes and duties levied in connection with
the delivery of any Securities to the Purchaser.


 


5.3             
Entire Agreement. The Transaction Documents, together with the exhibits and schedules
thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all
prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged
into such documents, exhibits and schedules.


 


5.4             
Notices. Any and all notices or other communications or
deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on
the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number
set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading
Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth
on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading
Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight
courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices
and communications shall be as set forth on the signature pages attached hereto.


 


5.5             
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented
or amended except in a written instrument signed, in the case of an amendment, by the Company and the holders of at least 75% in
interest of the Securities then outstanding or, in the case of a waiver, by the party against whom enforcement of any such waived
provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be
deemed to be a continuing waiver in the future or a


 




    	 	24	 



    	 



    

 


waiver of any subsequent default
or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any
right hereunder in any manner impair the exercise of any such right.


 


5.6             
Headings. The headings herein are for convenience only, do not constitute a part of
this Agreement and shall not be deemed to limit or affect any of the provisions hereof.


 


5.7             
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit
of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations
hereunder without the prior written consent of the Purchaser (other than by merger). The Purchaser may assign any or all of its
rights under this Agreement to any Person to whom the Purchaser assigns or transfers any Securities, provided that such transferee
agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that
apply to the “Purchaser.”


 


5.8             
No Third-Party Beneficiaries. 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, except as otherwise set forth in Section 4.7 and this Section 5.8.


 


5.9             
Governing Law. All questions concerning the construction, validity, enforcement and
interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws
of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings
concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction
Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members,
employees or agents) shall be commenced exclusively in the state or federal courts sitting in the Borough of Manhattan, New York,
New York Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the Borough
of Manhattan, New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), 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 improper or is an inconvenient venue for such proceeding.
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 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. If either party shall commence an action, suit or proceeding to enforce any provisions of
the Transaction Documents, then, in addition to the obligations of the Company under Section 4.7, the prevailing party in such
action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 




    	 	25	 



    	 



    

 


5.10         
Survival. The representations and warranties contained herein shall survive each Closing
and the delivery of the Securities.


 


5.11         
Execution. This Agreement may be executed in two or more counterparts, all of which
when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed
by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the
event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file,
such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.


 


5.12         
Severability. If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or
invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is
hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions,
covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.


 


5.13         
Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained
in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a
right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations
within the periods therein provided, then the Purchaser may rescind or withdraw, in its sole discretion from time to time upon
written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions
and rights.


 


5.14         
Replacement of Securities. If any certificate or instrument evidencing any Securities
is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon
cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but
only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new
certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity)
associated with the issuance of such replacement Securities.


 


5.15         
Remedies. In addition to being entitled to exercise all rights provided herein or granted
by law, including recovery of damages, the Purchaser and the Company will be entitled to specific performance under the Transaction
Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach
of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any action for specific performance
of any such obligation the defense that a remedy at law would be adequate.


 




    	 	26	 



    	 



    

 


5.16         
Payment Set Aside. To the extent that the Company makes a payment or payments to the
Purchaser pursuant to any Transaction Document or the Purchaser enforces or exercises its rights thereunder, and such payment or
payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent
or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company,
a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, state or federal law,
common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement
or setoff had not occurred.


 


5.17         
Liquidated Damages. The Company’s obligations to pay any partial liquidated damages
or other amounts owing under the Transaction Documents is a continuing obligation of the Company and shall not terminate until
all unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security
pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled.


 


5.18         
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any
action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or
such right may be exercised on the next succeeding Business Day.


 


5.19         
Construction. The parties agree that each of them and/or their respective counsel have
reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect
that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction
Documents or any amendments thereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction
Document shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar
transactions of the Common Stock that occur after the date of this Agreement.


 


5.20         
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER
PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


 


(Signature Pages Follow)


 


 




    	 	27	 



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


AB INTERNATIONAL
GROUP CORP.





	 	 	Address for Notice:
	 	 	 
	By:	/s/ Chiyuan
Deng
	48 Wall Street,
Suite 1009
	 	Name:
Chiyuan Deng	 New York, NY 10005
	 	Title: Chief Executive Officer	 



 








With a copy
to (which shall not constitute notice):


Atttn: Suuny


Email: corp@abqqs.com





 


 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 


 


 


 




    	 	28	 



    	 



    

 


[PURCHASER SIGNATURE
PAGE TO SECURITIES PURCHASE AGREEMENT]


 


IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


Name of Purchaser:
GHS Investments LLC


 


Signature of Authorized
Signatory of Purchaser:  /s/ Mark Grober


 


Name of Authorized
Signatory: Mark Grober


Title of Authorized
Signatory: Member


Address for
Notice to Purchaser: 420 Jericho Turnpike


Suite
102


Jericho,
NY 11753





Address for Delivery
of Securities to Purchaser (if not same as address for notice):


*Book entry


 


Facsimile Number: (212)
574-2236


 


Subscription Amount:
$ 250,000.00


 


Subscription Date: 3/18/2021


 


Shares of Preferred Stock:325
(250 + 75 commitment shares)


 




    	 	29	 



    	 



    

 


Exhibit A


 


Certificate of Designation


 




    	 	30	 



    	 



    

 


[list of Disclosure Schedules: content to be provided
by Company]:


 


(please read each section for specific content, topic
below listed for convenience only)


 


 


Schedule 3.1(a) - subsidiaries


 


Schedule 3.1(g) - capitalization


 


Schedule 3.1(j) - litigation


 


Schedule 3.1(k) - labor disputes


 


Schedule 3.1(l) - compliance


 


Schedule 3.1(n) - title to assets


 


Schedule 3.1(o) -intellectual property


 


Schedule 3.1(p) - insurance


 


Schedule 3.1(s) – certain fees


 


Schedule 3.1(aa) - tax status


 


Schedule 3.1(dd) - accountants


 




    	 	31	 



    	 



    

 


FORM OF CLOSING NOTICE


 


TO: GHS Investments,
LLC DATE: March 10, 2021


We refer
to the Securities Purchase Agreement, dated March 10, 2021 (the “Agreement”), entered into by and between AB
International Group Corp., and you. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the
same meaning when used herein.


 


We hereby:


 


		1)	Give you notice that we require you to purchase 250 shares of Series D Preferred Stock; and



 


		2)	The purchase price per share, pursuant to the terms of the Agreement, is $1,000; and



 


3)                 
Certify that, as of the date hereof, the conditions set forth in Section 2.3 of the Agreement, as related to the
obligations of the Company, are satisfied.


 


Closing will occur in accordance with the terms and conditions
of Section 2 of the Agreement.


 


AB
INTERNATIONAL GROUP CORP.


 


By: /s/ Chiyuan Deng


Name: Chiyuan Deng


Title:CEO


 




    	 	32	 



    	 



    

 


Schedule 3.1(a)


 


As of the date hereof, AB International Group
Corp., a Nevada corporation, has the following wholly owned subsidiaries:


 


1.


2.


 




    	 	33	 



    	 



    

 


Schedule 3.1(g)


 


As of the date hereof, AB International Group
Corp., a Nevada corporation, has the following capitalization:


 




    	 	34	 



    	 



    

 


Schedule 3.1(p)


 





 




    	 	35	 



    	 



    

 


 Schedule 3.1(dd)


 


 






    	 	36