Principal Amount: $62,700


 


 


10% CONVERTIBLE NOTE


DATED October 9, 2020


 


THIS NOTE (the "Note") is a duly
authorized Convertible Note of AB International Group Corp.,
a Nevada corporation (the "Company").


 


FOR VALUE RECEIVED, the Company therefore promises
to pay the Holder, the principal sum of $62,700 (the "Principal Amount") or such lesser principal amount following the
conversion or conversions of this Note in accordance with Paragraph 2 (the "Outstanding Principal Amount") twelve (12)
months from the date of issuance hereof (the "Maturity Date"), and to pay interest on the Outstanding Principal Amount
("Interest") in a lump sum on the Maturity Date, at the rate of ten percent (10%) per Annum (the "Rate") from
the date of issuance.


 


Accrual of Interest shall commence
on the date of this Note and continue until the Company repays or provides for repayment in full the Outstanding Principal Amount
and all accrued but unpaid Interest. Accrued and unpaid Interest shall bear Interest at the Rate until paid, compounded annually.
The Outstanding Principal Amount of this Note is payable on the Maturity Date in such coin or currency of the United States as
at the time of payment is legal tender for payment of public and private debts, at the address last appearing on the Note Register
of the Company as designated in writing by the Holder from time to time. The Company may prepay principal and interest on this
Note at any time before the Maturity Date.


 


The Company
will pay the Outstanding Principal Amount of this Note on the Maturity
Date, free of any withholding or deduction
of any kind (subject to the provision of paragraph 2 below), to the Holder as of the
Maturity Date and addressed to the Holder at the address appearing on the Note Register.


 


This Note is subject to the following
additional provisions:


 


1.             
All payments on account of the Outstanding Principal Amount of this Note and all other amounts
payable under this Note (whether made by the Company or any other person) to or for the account of the Holder hereunder shall be
made free and clear of and without reduction by reason of any present and future income, stamp, registration and other taxes, levies,
duties, cost, and charges whatsoever imposed, assessed, levied or collected
by the United States or any political subdivision
or taxing authority thereof or therein, together with interest thereon and penalties with respect thereto, if any, on or in respect
of this Note (such taxes, levies, duties, costs and charges being herein collectively called "Taxes").


 


2.             
The Holder of this Note is entitled, at its option, six
(6) months after the Company’s receipt of the proceeds of the Note, to convert all or any lesser portion of the Outstanding
Principal Amount and accrued but unpaid Interest into Common Stock at a conversion price equal to a price which is a 40% discount
to the lowest trading price in the twenty


(20) days prior to the day that the Holder requests
conversion, unless otherwise modified by mutual agreement between the Parties (the "Conversion
Price") (The Common stock into which the Note is converted shall be referred to
in this agreement as "Conversion Shares").The
Issuer will not be obligated to issue fractional Conversion Shares. The Holder may convert this Note into Common Stock by
surrendering the Note to the Company, with the form of conversion notice attached to
the Note as Exhibit A, executed by the Holder of the Note evidencing such Holder's intention to convert the Note. If the Borrower
is unable to issue any shares under this provision due to the fact that there is an


insufficient number of authorized and unissued shares
available, the Holder promises not to force the Borrower to issue
these shares or trigger an Event of Default, provided that Borrower
takes immediate steps required to get the appropriate level of approval from shareholders or the board of directors, where
applicable to raise the number of authorized shares to satisfy the Notice of Conversion.


 


The
Company will not issue fractional shares
or scrip representing fractions of
shares of Common Stock on conversion, but the Company will round the number
of shares of Common Stock issuable up to the nearest whole share. The date on which a Notice of Conversion is given shall be deemed
to be the date on which the Holder notifies the Company of its intention to so convert by delivery, by facsimile transmission or
otherwise, of a copy of the Notice of Conversion. Notice of Conversion may be sent by email to the Company, attn: CEO, COO. The
Holder will deliver this Note, together


 




    	 		 



    	 



    

 


with original executed
copy of the Notice of Conversion, to the Company within three (3) business days following the Conversion Date. At the Maturity
Date, the Company will pay any unconverted Outstanding Principal Amount and accrued Interest thereon, at the option of the Company,
in either (a) cash or (b) Common Stock valued at a price equal to the Conversion Price determined as if the Note was converted
in accordance with its terms into Common Stock on the Maturity Date.


 


Notwithstanding
the foregoing conversion privilege, in no event shall Issuer have the right to convert into, nor shall the Issuer issue to such
Holder, shares of Common Stock to the extent that such conversion would result in the Holder and its affiliates together beneficially
owning more than 4.99% of the then issued and outstanding shares of Common Stock. If the number of shares issuable to Holder is
greater than 4.99% of the total issued common stock of the company, the Issuer must notify the Holder immediately. For purposes
hereof, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended,
and Regulation 13D-G thereunder.


 


3.             
No provision of this Note shall alter or impair the obligation of the Company, which is absolute
and unconditional, to the payment of the Outstanding Principal Amount of this Note at the Maturity Date, and in the coin or currency
herein prescribed.


 


4.             
If at any time or from time to time after the date of this Note, the Common Stock issuable
upon the conversion of the Note is changed into the same or different numbers of shares of any class or classes of stock, whether
by recapitalization or otherwise, then in each such event the Holder shall have the right thereafter to convert the Note into the
kind of security receivable in such recapitalization, reclassification or other change by holders of Common Stock, all subject
to further adjustment as provided herein. In such event, the formulae set forth herein for conversion and redemption shall be equitably
adjusted to reflect such change in number of shares or, if shares of a new class of stock are issued, to reflect the market price
of the class or classes of stock issued in connection with the above described transaction.


 


		5.	Events of Default



 


		5.1.	A default shall be deemed to have occurred upon any one of the following events:



 


5.1.1.                
Withdrawal from registration of the Issuer under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), either voluntary or involuntary.


 


5.1.2.                
Issuer filing for bankruptcy protection under the federal bankruptcy laws, the calling of
a meeting of creditors, or any act of insolvency under any state law regarding insolvency, without written notification to the
Investor within five business days of such filing, meeting or action.


 


5.1.3.                
The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens
in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in
accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in
certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to
this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or
hinders its transfer agent in transferring or issuing (electronically or in certificated form) any certificate for shares of Common
Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails
to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any
restrictive legend (or to withdraw any stop transfer instructions in respect thereof)
on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as
and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations
described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not
to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a
Notice of Conversion.


 




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		5.1.4.	Failure to pay the principal and unpaid but accrued interest on the Note when due.



 


5.1.5.                
Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its
business.


 


5.1.6.                
Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable
to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower's ability to continue as a "going
concern" shall not be an admission that the Borrower cannot pay its debts as they become due.


 


5.1.7.                
The
failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary
to conduct its business (whether now or in the future).


 


5.1.8.                 
The
Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder.


 


5.1.9.                
In
the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date
of such replacement, fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase
Agreement (including but not limited to the provision to irrevocable reserve shares of Common Stock in the
Reserved Amount) signed by
the success or transfer agent to
Holder and the Borrower.


 


		5.1.10.	The failure by Borrower to pay any and all Post-Closing Expenses as defined herein.



 


5.1.11.          
From and after the initial trading, listing or quotation of the Common Stock on a Principal
Market, an event resulting in the Common Stock no longer being traded, listed or quoted on a Principal
Market; failure to comply with the requirements for
continued quotation on a Principal Market; or notification from a Principal
Market that the Borrower is not in compliance with the conditions for such continued quotation and such non-compliance continues
for seven (7) trading days following such notification.


 


5.2.     
Default remedies. Upon the occurrence and during the continuation of any Event of Default specified in Section 5.1. (solely with
respect to failure to pay the principal hereof or interest thereon when due at the Maturity
Date), the Note shall become immediately
due and payable and the Borrower shall
pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Default Sum (as defined herein).
UPON THE OCCURRENCE AND
DURING THE CONTINUATION
OF ANY EVENT OF DEFAULT SPECIFIED
IN SECTION 5.1., THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND THE BORROWER SHALL
PAY TO THE HOLDER, IN FULL SATISFACTION
OF ITS OBLIGTAIONS HEREUNDER, AN
AMOUNT EQUAL TO: (Y) THE DEFAULT
SUM (AS DEFINED HEREIN)). Upon the occurrence
and during the continuation of any Event of Default specified in Sections 5.1. (solely with respect to failure to pay the
principal hereof or interest thereon when due on this Note, 5.1.1, 5.1.2, 5.1.5, 5.1.6, 5.1.7,
5.1.8, 5.1.9, 5.1.10, 5.1.11 exercisable through the delivery of written notice to the Borrower by such Holders (the "Default
Notice"), and upon the occurrence of an Event of Default
specified in the remaining sections of Section
5.1. (other than failure to pay the principal hereof or interest
thereon at the Maturity Date specified in Section 5.1. hereof), the Note shall become
immediately due and payable and the Borrower
shall pay to the Holder, in full satisfaction
of its obligations hereunder, an amount equal to the greater of (i) 150% times
the sum of (w) the then outstanding principal amount of this Note plus (x) accrued
and unpaid interest on the unpaid principal amount of this Note to the date of payment (the "Mandatory Prepayment Date")
plus (y) Default Interest, if any, on the amounts
referred to in clauses (w) and/or (x) (the then outstanding principal amount of this Note to the date of payment plus
the amounts referred to in clauses (x) and (y) shall collectively be known as the "Default Sum") or (ii)
the "parity value" of the Default Sum to be prepaid, where parity value means (a) the highest number of shares of Common
Stock issuable upon conversion of or otherwise pursuant to such Default Sum, treating the Trading Day immediately preceding the
Mandatory Prepayment Date as the "Conversion Date" for purposes of determining
the lowest applicable


 




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Conversion
Price, unless the Default Event arises as a result of such breach in respect
of a specific Conversion Date in which case such Conversion Date shall be the Conversion Date, multiplied
by (b) the highest Closing Price for the Common Stock during the period
beginning on the date of first occurrence of the Event of Default and ending one
day prior to the Mandatory Prepayment Date
(the "Default Amount") and all
other amounts payable hereunder shall immediately
become due and payable, all without demand,
presentment or notice, all of which hereby
are expressly waived, together with all costs, including, without limitation,
legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at
low or in equity.


 


If the Borrower fails to pay
the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have
the right at any time, so long as the Borrower remains in default (and so long and to
the extent that there are sufficient authorized shares), to require the Borrower, upon written notice, to immediately issue, in
lieu of the Default Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion
Price then in effect.


 


		6.	Prepayment. Notwithstanding anything to the contrary contained in
this Note, at any time during the periods set forth on the table immediately following this paragraph (the “Prepayment Periods”),
the Borrower shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder of the
Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 6. Any notice of
prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered
addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which
shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment
(the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below)
to Holder, or upon the direction of the Holder as specified by the Holder in a writing to the Borrower (which direction shall to
be sent to Borrower by the Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower exercises
its right to prepay the Note, the Borrower shall make payment



to the Holder of an amount in cash equal to the
percentage (“Prepayment Percentage”) as set forth in the table immediately following this paragraph opposite the applicable
Prepayment Period, multiplied by the sum of: (i)the then outstanding principal amount of this Note plus (ii) accrued and unpaid
interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (iii) Default Interest, if any accrued
thereon. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder
of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to
prepay the Note pursuant to this Section 6.


 


	Prepayment Period	Prepayment Percentage
	
        1. The period beginning on the
        Issue Date and ending on the date which is one hundred eighty

        (180) days following the Issue Date.
	135%


 


After the expiration of one hundred eighty (180)
days following the Issue Date, the Borrower shall have no right of prepayment.


 


7.             
The Company covenants that until all
amounts due
under this Note
are paid in full,
by conversion or otherwise, unless
waived by the Holder or subsequent Holder in writing, the Company shall:


 


give prompt written
notice to the Holder of any Event of Default or of any other matter which has resulted
in, or could reasonably be expected to result in a materially adverse change in its financial condition or operations;


 


give prompt notice to the Holder of any claim,
action or proceeding which, in the event of any unfavorable outcome, would or could reasonably be expected to have a Material Adverse
Effect (as defined below) on the financial condition of the Company;


 


at all times reserve and keep available out
of its authorized but unissued Common Stock, for the purpose of effecting the conversion of this Note into Common Stock, such number
of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect
the conversion of the Outstanding Principal Amount of this Note into Common Stock.


 




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"Material Adverse Effect" means
(i) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen would
likely have, any material adverse effect on the
legality, validity or enforceability
of the Transaction Documents or the transactions contemplated thereby, (ii) any condition, occurrence, state of facts or
event having, or insofar as reasonably can be foreseen would likely have, any effect on the business, operations, properties or
financial condition of the Company that is material and adverse to the Company and its Subsidiaries, taken as a whole,
and/or (iii) any condition, occurrence,
state of facts or event that would, or
insofar as reasonably can be foreseen would likely, prohibit or otherwise materially
interfere with or delay the ability of the Company to perform any of its obligations under any of the Transaction Documents to
which it is a party.


 


8.          
Upon receipt by the Company of evidence from the Holder reasonably satisfactory to the Company
of theloss, theft, destruction or mutilation
of this Note,


(i)                
in the case
of loss, theft or destruction,
upon provision of indemnity
reasonably satisfactory to it and/or
its transfer agent, or


 


(ii)               
in the case of mutilation, upon surrender and cancellation of this Note, then the Company
at its expense will execute and deliver to the Holder a new Note, dated the date of the lost, stolen, destroyed or mutilated
Note, and evidencing the outstanding
and unpaid principal amount of the lost, stolen, destroyed
or mutilated Note.


 


9.             
If any term in this Note is found by a court of competent jurisdiction to be unenforceable,
then the entire Note shall be rescinded, the
consideration proffered by the
Holder for the remaining Debt acquired
by the Holder not converted
by the Holder in accordance with this Note shall be returned in its entirety and any Conversion Shares in the possession
or control of the Investor shall be returned to the Issuer.


 


10.          
The Note
and the Agreement between the
Company and
the Holder (including all
Exhibits thereto) constitute
the full and entire understanding and agreement between
the Company and the Holder with respect to the subject hereof. Neither this Note nor
any term hereof may be amended, waived, discharged or terminated
other than by a written instrument signed by the
Company and the Holder.


 


11.          
This Note shall be governed by and construed in accordance with the laws of the State of Delaware
without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the state courts of Delaware.


 


12.          
Conditions. The Issuer acknowledges the Investor's participation in respect to this Agreement
is on a conditions permitting basis. In the event that the transaction risk profile substantially changes, market pricing or implied
volatility substantially change, due
diligence raises concerns or any other
conditions material to the successful
closing of the transaction change, the
Investor reserves the right to
terminate the Agreement
at any time before delivering
to the Non-Affiliate
Debtholder the cash consideration as
described hereof.


 


		13.	Miscellaneous.



 


13.1.        
Counterparts. This Agreement may be executed in any number of counterparts by original, facsimile
or email signature. All executed counterparts shall constitute one Agreement not withstanding that all signatories
are not signatories to
the original or the same
counterpart. Facsimile and scanned
signatures are considered original signatures.


 


13.2.        
Severability. This Agreement is not severable. If any term in this Agreement is found by a
court of competent jurisdiction to be
unenforceable, then the entire
Agreement shall be rescinded, the
outstanding principal and accrued
and unpaid interest including Default Interest,
at such time, not converted by the Investor
in accordance with this Agreement shall be returned in its entirety and all remaining Conversion Shares in the possession
or control of the Investor or
reserved by the Company’s Transfer Agent
shall be released and returned to the Issuer.








13.3.        
Legal Fees. Except as provided in this agreement, each Party will bear its own legal expenses
in the execution of this Agreement. If the Issuer defaults and the Investor is required to expend funds for legal fees and expenses,
such costs will be reimbursed to the Investor, solely by the Issuer.


 


13.4.        
Trading Activities. Neither the Buyer nor their
affiliates has an open short position in the common stock
of the Company and the
Buyer agree that they shall not, and that
they will cause their affiliates not to,
engage in any short sales of or
hedging transactions with respect to the common stock of the
Company.


 


		13.5.	Modification. This Agreement and the Note may only be modified in
a writing signed by all Parties.



 




    	 	5	 



    	 



    

 


IN WITNESS WHEREOF, the
Company has caused this instrument to be duly executed by an officer thereunto duly authorized, as of the date first written above.


 





	 	AB
INTERNATIONAL GROUP CORP. 
	 	 
	 	 
	 	By:
/s/ Chiyuan Deng
	 	Chiyuan
Deng, Chief Executive Officer




 





    	 	6	 



    	 



    

 


Exhibit A.


 


NOTICE OF CONVERSION


 


The undersigned hereby elects to convert
$ ________________of the principal amount
of the Note (defined below) into
Shares of Common Stock of AB International
Group Corp., a Nevada Corporation (the "Borrower") according to
the conditions of the Convertible Note of the Borrower dated as
of October __, 2020 (the "Note"). No
fee will be charged to
the Holder or Holder's Custodian
for any conversion, except for transfer taxes, if any.


 


Box Checked as to applicable instructions:


 


[ ] The
Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account
of the undersigned or its nominee
with DTC through its Deposit Withdrawal Agent Commission system ("DWAC Transfer").


 


Name
of DTC Prime Broker: ___________________________________________________ 


 


Account
Number: ___________________________________________________________





 


[ ]
The undersigned hereby requests
that the Borrower issue a certificate or certificates
for the number
of shares of Common Stock set
forth below (which numbers are
based on the Holder's
calculation attached hereto) in the name(s)
specified immediately below:


 


East
Capital Investment Corp.


EIN
#: _________________ 





 


	 	Date of Conversion	 	 
	 	 	 	 
	 	Conversion Price:	 	 
	 	 	 	 
	 	Shares to be delivered:	 	 
	 	 	 	 
	 	Remaining Principal Balance Due After This Conversion:	 	 
	 	 	 	 
	 		 	 
	 	Signature	 	 
	 	 	 	 
	 	Print Name:	 	 









 






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