Exhibit 10.02


 





		
        American Education Center Inc.

        2 Wall Street, 8thFl.
        New York, NY 10005

        Tel: 646-780-8118

	American
    Education Center	 


 





AMERICAN EDUCATION CENTER, INC.


NONSTATUTORY
STOCK OPTION AGREEMENT


 


This Nonstatutory Stock Option Agreement ("Agreement")
is made and entered into as of the date set forth below, by and between American Education Center, Inc., a Nevada corporation (the
"Company"), and the employee of the Company or any subsidiary thereof ("Optionee") named in Section
1(b):


 


In consideration of
the covenants herein set forth, the parties hereto agree as follows:


 


1. Option Information.





 


	 	(a)	Date of Option: August 29, 2016	 
	 	(b)	Optionee: Jonathan McKeage	 
	 	(c) 	Number of Shares:  300,000	 


 


2. Acknowledgements.


 


(a) Optionee is an
employee of the Company or subsidiary of the Company.


 


(b) The Board of Directors
(the "Board" which term shall include an authorized committee of the Board of Directors) of the Company have heretofore
adopted a 2015 Equity Incentive Plan (the "Plan"), pursuant to which this Option is being granted.


 


(c) The Board has authorized
the granting to Optionee of a nonstatutory stock option ("Option") to purchase shares of common stock of the Company
("Stock") upon the terms and conditions hereinafter stated and pursuant to an exemption from registration under
the Securities Act of 1933, as amended (the "Securities Act") provided by Section 4(a)(2) thereunder.


 


3. Shares; Price.
The Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions herein stated, the number
of shares of Stock set forth in Section 1(c) above (the "Shares") for cash (or other consideration as is acceptable
to the Board of Directors of the Company, in their sole and absolute discretion) at the price per Share set forth in Section 4
above (the "Exercise Price").


 


4. Exercise Price.


 


		(a)	Options for 100,000 shares of common stock, exercise price of $1.00 per share;



		(b)	Options for 100,000 shares of common stock, exercise price of $2.00 per share;



		(c)	Options for 100,000 shares of common stock, exercise price of $3.00 per share.



 


5. Term of Option;
Continuation of Service; Vesting of Option. Subject to the provisions of Sections 7, 8 and 12(e) hereof, this Option shall
become exercisable during the term of Optionee's service, according to the following vesting schedule:


 


		(d)	Options for 100,000 shares of common stock vest on August 29, 2017, and expires on August 28, 2022;



		(e)	Options for 100,000 shares of common stock vest on August 29, 2018, and expires on August 28, 2023;



		(f)	Options for 100,000 shares of common stock vest on August 25, 2019, and expires on August 28, 2024.



 


This Option shall earlier terminate subject
to Sections 7 and 8 prior to the end of such five year period.


 


6. Exercise.
This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being
purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix
A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration
as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided
for in Section 12 hereof. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution,
and shall be exercisable only by Optionee during his or her lifetime, except as provided in Section 8 hereof.


 






     


     
		 American Education Center Inc.
2 Wall Street, 8thFl. New York, NY 10005
Tel: 646-780-8118

	American Education Center	 




    

 


7. Termination of
Service. If Optionee’s service as an employee shall terminate for any reason, no further installments shall vest pursuant
to Section 5, and subject to Section 12(e) the maximum number of Shares that Optionee may purchase pursuant hereto shall be limited
to the number of Shares that were vested as of the date Optionee ceases to be an employee to the Company (to the nearest whole
Share). Thereupon, Optionee shall have the right to exercise this Option, at any time during the remaining term hereof, to the
extent, but only to the extent, that this Option was exercisable as of the date Optionee ceases to be an employee to the Company;
provided, however if Optionee is terminated "for cause" as defined in any applicable employment agreement, or in the
absence of a consulting agreement then defined as (i) Optionee’s conviction of or entrance of a plea of guilty or nolo contendere
to a felony; or (ii) Optionee is engaging or has engaged in material fraud, material dishonesty, or other acts of willful and continued
misconduct in connection with the business affairs of the Company, this Option shall automatically terminate as to all Shares covered
by this Option not exercised prior to termination. Unless earlier terminated, all rights under this Option shall terminate in any
event on the expiration date of this Option as defined in Section 5 hereof.


 


8. Death of Optionee.
If the Optionee shall die while serving as an employee of the Company, Optionee's personal representative or the person entitled
to Optionee's rights hereunder may at any time within six (6) months after the date of Optionee's death, or during the remaining
term of this Option, whichever is the lesser, exercise this Option and purchase Shares, subject to Section 12(e), to the extent,
but only to the extent, that Optionee could have exercised this Option as of the date of Optionee's death; provided, in any case,
that this Option may be so exercised only to the extent that this Option has not previously been exercised by Optionee.


 


9. No Rights as
Shareholder. Optionee shall have no rights as a shareholder with respect to the Shares covered by any installment of this Option
until the effective date of issuance of the Shares following exercise of this Option, and no adjustment will be made for dividends
or other rights for which the record date is prior to the date such stock certificate or certificates are issued except as provided
in Section 8 of the Plan.


 


10. Taxation upon
Exercise of Option. Optionee understands that, upon exercise of this Option, Optionee will recognize income, for Federal and
state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, determined as of the
date of exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee shall constitute an agreement by Optionee
to report such income in accordance with then applicable law and to cooperate with Company in establishing the amount of such income
and corresponding deduction to the Company for its income tax purposes. Withholding for federal or state income and employment
tax purposes will be made, if and as required by law, from Optionee's then current compensation, or, if such current compensation
is insufficient to satisfy withholding tax liability, the Company may require Optionee to make a cash payment to cover such liability
as a condition of the exercise of this Option.


 


11. Modification,
Extension and Renewal of Options. The Board or Committee, as described in the Plan, may modify, extend or renew this Option
or accept the surrender thereof (to the extent not theretofore exercised) and authorize the granting of a new option in substitution
therefore (to the extent not theretofore exercised), subject at all times to the Plan and the Code. Notwithstanding the foregoing
provisions of this Section 11, no modification shall, without the consent of the Optionee, alter to the Optionee's detriment or
impair any rights of Optionee hereunder.


 


12. Investment Intent;
Restrictions on Exercise and Transfer.


 


(a) Optionee represents
and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire the Shares upon such
exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof; and
that upon such exercise of this Option in whole or in part, Optionee (or any person or persons entitled to exercise this Option
under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a written statement to such effect, satisfactory
to the Company in form and substance. If the Shares represented by this Option are registered under the Securities Act, either
before or after the exercise of this Option in whole or in part, the Optionee shall be relieved of the foregoing investment representation
and agreement and shall not be required to furnish the Company with the foregoing written statement.


 






     


     
		 American Education Center Inc.
2 Wall Street, 8thFl. New York, NY 10005
Tel: 646-780-8118

	American Education Center	 




    

 


(b) Optionee further
represents that Optionee has had access to the financial statements or books and records of the Company, has had the opportunity
to ask questions of the Company concerning its business, operations and financial condition, and to obtain additional information
reasonably necessary to verify the accuracy of such information


 


(c) Unless and until
the Shares represented by this Option are registered under the Securities Act, all certificates representing the Shares and any
certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant to any stock split,
share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following form:


 


	 	 	THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.


 


	 	 	THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED AUGUST XX, 2016 BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.


 


and/or such other legend or legends as
the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares have
been placed with the Company's transfer agent.


 


(d) For the purpose
of any exercise or transfer of any Shares issuable upon exercise of this Option whether under Rule 144 promulgated under the Securities
Act, a registration statement under Form S-8 or any other basis, notwithstanding anything contained herein, the amount of Shares
that may be exercised or transferred shall not exceed the following amounts within any three month period: (i) 1% of the shares
of Stock outstanding as shown by the most recent report or statement published by the Company, if the Company’s shares are
quoted on the over-the-counter market, including the OTC PINK, or (ii) the average weekly reported volume of trading in the Stock
on a national securities exchange (as defined below) during the four calendar weeks immediately preceding the transfer, if the
Company’s shares are traded on a national securities exchange; provided that the foregoing restriction may be waived in whole
or in part with respect to any exercise of this Option upon agreement in writing between the Company and Optionee.


 


A “national securities
exchange” shall mean the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market, the NYSE MKT or
the NYSE and any successor to the foregoing.


 


13. Lock-up Agreement.
Optionee agrees that, in connection with any registration of the Company's securities under the Securities Act, and upon the request
of the Company or any underwriter or placement agent managing an offering involving underwriters or placement agents, of the Company's
securities, Optionee shall not sell, short any sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other
than Shares included in the offering) without the prior written consent of the Company or such managing underwriter, as applicable,
for a period of at least six months following the effective date of registration of such offering.


 


14. Notices.
Any notice required to be given pursuant to this Option or the Plan shall be in writing and shall be deemed to be delivered upon
receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to
Optionee at the address last provided by Optionee to the Company.


 


15. Agreement Subject
to Plan; Applicable Law. This Option is made pursuant to the Plan and shall be interpreted to comply therewith. A copy of such
Plan is available to Optionee, at no charge, at the principal office of the Company. Any provision of this Option inconsistent
with the Plan shall be considered void and replaced with the applicable provision of the Plan. This Option has been granted, executed
and delivered in the State of Nevada, and the interpretation and enforcement shall be governed by the laws thereof and subject
to the exclusive jurisdiction of the courts located in the State of Nevada.


 






     


     
		 American Education Center Inc.
2 Wall Street, 8thFl. New York, NY 10005
Tel: 646-780-8118

	American Education Center	 




    

 


16. Entire Agreement.
Subject to Section 15, this Agreement (together with the other agreements and documents being delivered pursuant to or in connection
with this Agreement) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof,
and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


 


[SIGNATURE PAGE FOLLOWS]





 




     


     
		 American Education Center Inc.
2 Wall Street, 8thFl. New York, NY 10005
Tel: 646-780-8118

	American Education Center	 




    




 


In Witness Whereof,
the parties hereto have executed this Option as of the date first above written.


 


	COMPANY:  	American Education Center, Inc.	 
	 	 	 
	 	By: /s/ Max P. Chen	 
	 	Name:  Max P. Chen	 
	 	Title: Interim CEO and President	 
	 	 	 
	 	 	 
	 OPTIONEE:	By: /s/ Jonathan McKeage	 
	 	(signature)	 
	 	 	 
	 	Name: Jonathan McKeage	 


 


(one of the following,
as appropriate, shall be signed)


 




     


     
		 American Education Center Inc.
2 Wall Street, 8thFl. New York, NY 10005
Tel: 646-780-8118

	American Education Center	 




    

 


Appendix A


 


NOTICE OF EXERCISE


 


AMERICAN EDUCATION CENTER, INC.


2 Wall Street Fl. 8, New York, NY 10005


 


Re: Nonstatutory Stock
Option


 


Notice is hereby given
pursuant to Section 6 of my Nonstatutory Stock Option Agreement that I elect to purchase the number of shares set forth below at
the exercise price set forth in my option agreement:


 


Nonstatutory Stock
Option Agreement dated: ____________


 


Number of shares being
purchased: ____________


 


Exercise Price: $____________


 


A check in the amount
of the aggregate price of the shares being purchased is attached.


 


I hereby confirm that
such shares are being acquired by me for my own account for investment purposes, and not with a view to, or for resale in connection
with, any distribution thereof. I will not sell or dispose of my Shares in violation of the Securities Act of 1933, as amended,
or any applicable federal or state securities laws.


 


I understand that the
certificate representing the Option Shares will bear a restrictive legend within the contemplation of the Securities Act and as
required by such other state or federal law or regulation applicable to the issuance or delivery of the Option Shares.


 


I agree to provide
to the Company such additional documents or information as may be required pursuant to the 2015 Equity Incentive Plan.


 


	 	By: 	 
	 	(signature)	 
	 	 	 
	 	Name: