TERMINATION AND
RELEASE AGREEMENT


 


This Termination and Release
Agreement (“Agreement”) is entered into as of this 23rd day of November, 2020, by and between AB International Group
Corp., a Nevada corporation (the “AB International”) and Armada Capital Partners LLC, a Delaware limited liability
company (“Armada Capital”).


 


WHEREAS, on or about March 12,
2020, AB International executed a Warrant to Purchase Common Stock of AB International Group Corp. (the “Warrant”)
in favor of Armada Capital, pursuant to which AB International issued a warrant to purchase 4,200 shares of AB International at
a strike price of $12.50 per share;


 


WHEREAS, the parties now desire to terminate
and release each other and otherwise settle, compromise, dispose of, and release with finality, all claims, demands and causes
of action, arising out of the Warrant;


 


NOW, THEREFORE, in exchange
for $20,000 and other valuable consideration included in this Agreement, the adequacy of which is hereby acknowledged, the parties
agree as follows:


 


		1.	Termination. Subject to the terms and
conditions of this Agreement, as of the date hereof, the Parties hereby terminate the Warrant and any and all rights, obligations
or duties created thereunder.



 


		2.	Consideration. AB International agrees
to pay to Armada Capital the sum of US$20,000 within 5 business days of execution of this Agreement to terminate the Warrant.



 


		3.	Coordination. The parties agree to
take whatever measures are necessary return to their respective positions as if the Warrant were never executed.



 


		4.	Mutual Release. Except for the obligations
set forth in this Agreement, each party hereby releases, remises, acquits and forever discharges any other party to this Agreement
and their related or controlled entities, and all of their directors, officers, members, managers, partners, employees, servants,
attorneys, assigns, heirs, successors, agents and representatives, past and present, and the respective successors, executors,
administrators and any legal and personal representatives of each of the foregoing, and each of them, from any and all claims,
demands, actions, causes of action, debts, liabilities, rights, contracts, obligations, duties, damages, costs, expenses or losses,
of every kind and nature whatsoever, and by whomever asserted, whether at this time known or suspected, or unknown or unsuspected,
anticipated or unanticipated, direct or indirect, fixed or contingent, or which may presently exist or which may hereafter arise
or become known, in law or in equity, in the nature of an administrative proceeding or otherwise, for or by reason of any event,
transaction, matter or cause whatsoever, with respect to, in connection with or arising out of the Warrant or otherwise.



 




    	 		 



    	 



    

 


It is understood by the
parties that the facts with respect to which the foregoing release is given may hereafter turn out to be other than or different
from the facts now known to a party or the parties or believed by a party or the parties to be true, and each party therefore expressly
assumes the risk of the facts turning out to be so different and agrees that the foregoing release shall be in all respects effective
and not subject to termination or rescission by any such difference in facts.


 


		5.	No Assignment. The parties to this
Agreement represent and warrant that neither they or their affiliated persons or entities have assigned or transferred any claim
or interest herein or authorized any other person or entity to assert any claim or claims on its behalf with respect to the subject
matter of this Agreement.



 


		6.	Non-Disparagement. The parties agree
not to make any oral or written statements or otherwise take any action that is intended or may reasonably be expected to disparage
the reputation, business, prospects or operations of any other party to this Agreement.



 


		7.	Confidentiality. The parties agree
that they will keep confidential all information and trade secrets of one another or any of its subsidiaries or affiliates and
will not disclose such information to any person without written prior approval or use such information for any purpose. It is
understood that for purposes of this Agreement the term “confidential information” is to be construed broadly to include
all material nonpublic or proprietary information.



 


		8.	Cooperation. Each of the parties hereby
agree to perform any and all acts and to execute and deliver any and all documents reasonably necessary or convenient to carry
out the intent and the provisions of this Agreement.



 


		9.	Governing Law. This Agreement shall
be governed by and construed in accordance with the laws of the State of Nevada, without reference to the principles of conflict
of laws.



 


		10.	Complete Agreement. This Agreement
represents the complete agreement among the parties concerning the subject matter in this Agreement and supersedes all prior agreements
or understandings, written or oral, or otherwise. This Agreement may not be amended or modified otherwise than by a written agreement
executed by the parties hereto or their respective successors and legal representatives.



 


		11.	Voluntary Agreement. This Agreement
has been entered into voluntarily and not as a result of coercion, duress, or undue influence. The parties acknowledge that they
have read and fully understand the terms of this Agreement and have been advised to consult with an attorney before executing this
Agreement.



 


		12.	Successors and Assigns. This Agreement
shall be binding and inure to the benefit of the parties hereto, their predecessors, parents, subsidiaries and affiliated corporations,
all officers, directors, shareholders, agents, employees, attorneys, assigns, successors, heirs, executors, administrators, and legal representatives
of whatsoever kind or character in privity therewith.



 




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		13.	Counterparts. This Agreement may be
executed in counterparts, one or more of which may be facsimiles, but all of which shall constitute one and the same Agreement.
Facsimile signatures of this Agreement shall be accepted by the parties to this Agreement as valid and binding in lieu of original
signatures.



 


		14.	Time for Performance. The parties understand
that time is of the essence with respect to each and every act required by this Agreement. Failure to perform any provision hereof
in strict accordance with the Agreement shall be deemed a material breach of the Agreement.



 


The parties to this Agreement have executed this
Agreement as of the day and year first written above.


 


AB
INTERNATIONAL GROUP CORP.


 





By /s/
Chiyuan Deng


Printed Name: Chiyuan Deng


Title:CEO





Date: November 25, 2020


 


 


ARMADA
CAPITAL PARTNERS, LLC


 





By /s/ Andrew Avitan


Printed Name: Andrew Avitan


Title: Managing Partner


 






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