SIGNING DEBENTURE


 


NEITHER THESE SECURITIES NOR
THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT
BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION REQUIREMENTS THEREOF OR EXEMPTION
THEREFROM.


 


 


AB INTERNATIONAL GROUP
CORP.


 


CONVERTIBLE DEBENTURE
DUE DECEMBER 9, 2022


 


Issuance Date: December 9, 2019Principal
Amount: $85,000.00


 


FOR VALUE RECEIVED, AB INTERNATIONAL
GROUP CORP., a


corporation organized and existing
under the laws of the State of Nevada (the “Company”), hereby promises to pay to PEAK ONE OPPORTUNITY FUND, L.P.,
having its address at 333 South Hibiscus Drive, Miami Beach, FL 33139, or its assigns (the “Holder” and together with
the other holders of Debentures issued pursuant to the Securities Purchase Agreement (as defined below), the “Holders”),
the initial principal sum of Eighty Five Thousand and 00/100 Dollars ($85,000.00) (subject to adjustment as provided herein, the
“Principal Amount”) on December 9, 2022 (the “Maturity Date”). The Company has the option to redeem this
Debenture prior to the Maturity Date pursuant to Section 2(b). All unpaid principal due and payable on the Maturity Date shall
be paid in the form of Common Stock of the Company, par value $0.001 per share (“Common Stock”) pursuant to the terms
of this Debenture. The Holder has the option to cause any outstanding principal and accrued interest, if any, on this Debenture
to be converted into Common Stock at any time.


 


This Debenture
is one of the Debentures referred to in the securities purchase agreement (the “Securities Purchase Agreement”) dated
as of December 9, 2019, between the Company and the Holder. Capitalized terms used but not defined herein shall have the meanings
set forth in the Securities Purchase Agreement. This Debenture is also subject to the provisions of the Securities Purchase Agreement
and further is subject to the following additional provisions:


 


1.    
This Debenture has been issued subject to investment representations of the original purchaser
hereof and may be transferred or exchanged only in compliance with the Securities Act and other applicable state and foreign securities
laws. The Holder may transfer or assign this Debenture (or any part thereof) without the prior consent of the Company, and the
Company shall cooperate with any such transfer. In the event of any proposed transfer of this Debenture, the Company may require,
prior to issuance of a new Debenture in the name of such other Person, that it receive reasonable transfer documentation including
legal opinions that the issuance of the Debenture in such other name does not and will not cause a violation of the Securities
Act or any applicable state or foreign securities laws or is exempt from the registration requirements of the Securities Act. Prior
to due presentment for transfer of this Debenture to


 




    	 		 



    	 



    

 


which the Company has consented,
the Company and any agent of the Company may treat the Person in whose name this Debenture is duly registered on the Company's
books and records of outstanding debt securities and obligations (“Debenture Register”) as the owner hereof for the
purpose of receiving payment as herein provided and for all other purposes, whether or not this Debenture be overdue, and neither
the Company nor any such agent shall be affected by notice to the contrary. In addition to all other rights provided in this Debenture,
the Holder shall also have an unlimited number of exchange rights which are options and not obligations to exchange all or a portion
of this Debenture into any transaction consummated by the Company with any individual or entity (an “Other Investor”).
At the time of such transaction, and in addition to all other rights provided in this Debenture, the Holder would have the option
of either (a) retaining the Debenture or one of the previous transactions into which the Holder previously exchanged into, or (b)
exchanging the Debenture or such previous transaction into which they exchanged, into the transaction consummated with an Other
Investor.


 


		2.	Conversion at Holder’s Option; Redemption at Company’s Option.



 


a.     
The Holder is entitled to, at any time or from time to time, convert the Conversion Amount (as defined below) into Conversion
Shares, at a conversion price for each share of Common Stock (the “Conversion Price”) equal to the lesser of (a)
$10.00 or (b) Sixty percent (60%) of the lowest closing bid price (as reported by Bloomberg LP) of the Common Stock for the
twenty (20) Trading Days immediately preceding the date of the date of conversion
of the Debentures (provided, further, that if either the Company is not DWAC Operational at the time of conversion or the
Conversion Price is less than $0.01 per share, then Sixty percent (60%) shall automatically adjust to Fifty percent (50%) of
the lowest closing bid price (as reported by Bloomberg LP) of the Common Stock for the twenty (20) Trading Days
immediately preceding the date of conversion of the Debenture), subject in each case to equitable adjustments resulting from
any stock splits, stock dividends, recapitalizations or similar events. The Company shall issue irrevocable instructions to
its Transfer Agent regarding conversions such that the transfer agent shall be authorized and instructed to issue Conversion
Shares upon its receipt of a Notice of Conversion without further approval or authorization from the Company. For purposes of
this Debenture, the “Conversion Amount” shall mean the sum of (A) all or any portion of the outstanding Principal
Amount of this Debenture, as designated by the Holder upon exercise of its right of conversion plus (B) any interest,
pursuant to Section 10 or otherwise, that has accrued on the portion of the Principal Amount that has been designated for
payment pursuant to (A).


 


Conversion
shall be effectuated by delivering by facsimile, email or other delivery method to the Transfer Agent of the completed form of
conversion notice attached hereto as Annex A (the “Notice of Conversion”), executed by the Holder of the Debenture
evidencing such Holder's intention to convert this Debenture or a specified portion hereof. No fractional shares of Common Stock
or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the
nearest whole share. The Holder may, at its election, deliver a Notice of Conversion to either the Company or the Transfer Agent.
The date on which notice of conversion is given (the “Conversion Date”) shall be deemed to be the date on which the
Company or the Transfer Agent, as the case may be, receives by fax, email or other means of delivery used by the Holder the Notice
of Conversion (such receipt being evidenced by electronic confirmation of delivery by facsimile or email or confirmation of delivery
by such other delivery method used by the Holder). Delivery of a Notice of Conversion to the Transfer Agent may be given by the
Holder by facsimile, or by delivery to the Transfer


 




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Agent at the address set forth
in the Transfer Agent Instruction Letter (or such other contact facsimile number, email
or street address as may be designated by the Transfer Agent to the Holder). Delivery of a Notice of Conversion to the Company
shall be given by the Holder pursuant to the notice provisions set forth in Section 10 of the Agreement. The Conversion Shares
must be delivered to the Holder within two (2) business days from the date of delivery of the Notice of Conversion to the Transfer
Agent or Company, as the case may be. Conversion shares shall be delivered by DWAC so long as the Company is then DWAC Operational,
unless the Holder expressly requests delivery in certificated form or the Conversion
Shares are in the form of Restricted Stock and are required to bear a restrictive legended. Conversion Shares shall be deemed delivered
(i) if delivered by DWAC, upon deposit into the Holder’s brokerage account, or (ii) if delivered in certificated form, upon
the Holder’s actual receipt of the Conversion Shares in certificated form at the address specified by the Holder in the Notice
of Conversion, as confirmed by written receipt. All expenses incurred by Holder, for the issuance and clearing of the Common Stock
into which this Debenture is convertible into, shall immediately and automatically be added to the balance of the Debenture at
such time as the expenses are incurred by Holder.


 


If at
any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock,
then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the
Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal”
means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares
issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price
not been adjusted by the Holder to the par value price.


 


Notwithstanding
the foregoing, unless the Holder delivers to the Company written notice at least sixty-one (61) days prior to the effective date
of such notice that the provisions of this paragraph (the “Limitation on Ownership”) shall be adjusted to 9.99% with
respect to the Holder, in no event shall a holder of Debentures have the right to convert Debentures into, nor shall the Company
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. For purposes hereof, beneficial
ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13D-G under the Exchange Act.


 


b.     
So long as no Event of Default (as defined in Section 10) shall have occurred and be continuing (whether such Event of
Default has been declared by the Holder) (unless the Holder consents to such redemption notwithstanding such Event of
Default, as described in clause (v), below), the Company may at its option call for redemption all or part of the Debentures,
with the exception of any portion thereof which is the subject of a previously- delivered Notice of Conversion, prior to the
Maturity Date, as follows:


 


(i)     
The Debentures called for redemption shall be redeemable by the Company, upon not more than two (2) calendar days written
notice, for an amount (the “Redemption Price”) equal to: (i) if the Redemption Date (as defined below) is ninety
(90) calendar days or less from the date of issuance of this Debenture, One Hundred Ten percent (110%) of the sum of the
Principal Amount so redeemed plus accrued interest, if any; (ii) if the


 




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Redemption Date is greater
than or equal to ninety-one (91) calendar days from the date of issuance of this Debenture and less than or equal to one hundred
twenty (120) calendar days from the date of issuance of this Debenture, One Hundred Twenty percent (120%) of the sum of the Principal
Amount so redeemed plus accrued interest, if any; (iii) if the Redemption Date is greater than or equal to one hundred twenty one
(121) calendar days from the date of issuance of this Debenture and less than or equal to one hundred eighty (180) calendar days
from the date of issuance of this Debenture, One Hundred Thirty percent (130%) of the sum of the Principal Amount so redeemed plus
accrued interest, if any; and (iv) if either (1) the Debentures are in default but the Holder consents to the redemption notwithstanding
such default or (2) the Redemption Date is greater than or equal to one hundred eighty one (181) calendar days from the date of
issuance of this Debenture, One Hundred Forty percent (140%) of the sum of the Principal Amount so redeemed plus accrued interest,
if any. The date upon which the Debentures are redeemed and paid shall be referred to as the “Redemption Date” (and,
in the case of multiple redemptions of less than the entire outstanding Principal Amount, each such date shall be a Redemption
Date with respect to the corresponding redemption).


 


		(ii)	[Reserved]



 


		(iii)	[Reserved]



 


(iv)    
On the Redemption Date, the Company shall cause the Holder whose Debenture have been presented for redemption to be issued
payment of the Redemption Price. In the case of a partial redemption, the Company shall also issue new Debenture to the
Holder for the Principal Amount remaining outstanding after the Redemption Date promptly after the
Holder’s presentation of the Debenture called for redemption.


 


(v)    
To effect a redemption the Company shall provide a written notice to the Holder(s) not more than two (2) days prior to the
Redemption Date (the “Redemption Notice”), setting forth the following:


 


		1.	the Redemption Date;



 


		2.	the Redemption Price; and



 


		3.	the aggregate Principal Amount of the Debentures
being called for redemption.



 


Notwithstanding the foregoing,
in the event the Company issues a Redemption Notice but fails to fund the redemption on the Redemption Date, then such Redemption
Notice shall be null and void, and (i) the Holder(s) shall be entitled to convert the Debenture previously the subject of the Redemption
Notice, and (ii) the Company may not redeem such Debenture for at least thirty (30) days following the intended Redemption Date
that was voided, and the Company shall be required to pay to the Holder(s) the Redemption Price simultaneously with the issuance
of a Redemption Notice in connection with any subsequent redemption pursued by the Company.


 


3.    
If the Company, at any time while this Debenture or any amounts due hereunder are outstanding,
issues, sells or grants any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues (or
announces any sale, grant or any option to


 




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purchase or other disposition),
any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any person or entity the right to
acquire, shares of Common Stock (including, without limitation, upon conversion of this Debenture, and any convertible securities
outstanding as of or following the Issuance Date), in each or any case at an effective price per share that is lower than the then
Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive
Issuance”) (it being agreed that if the holder of the Common Stock or other securities so issued shall at any time, whether
by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or
due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of
Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred
for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced, at the option
of the Holder, to a price equal the Base Conversion Price.


 


4.    
No provision of this Debenture shall alter or impair the obligation of the Company, which
is absolute and unconditional to convert this Debenture into Common Stock, at the time, place, and rate herein prescribed. This
Debenture is a direct obligation of the Company.


 


5.    
If, at any time after the Issuance Date, there shall be any merger, consolidation, exchange
of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Company
shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Company
or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Company, then the Holder
of this Debenture shall thereafter have the right to receive upon conversion of this Debenture, upon the basis and upon the terms
and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such
stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Debenture been converted
in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such
case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Debenture to the end that
the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares
issuable upon conversion of the Debenture) shall thereafter be applicable, as nearly as may be practicable in relation to any securities
or assets thereafter deliverable upon the conversion hereof. The Company shall not effectuate any transaction described in this
Section 5 unless (a) it first gives, to the extent practicable, at least thirty (30) days prior written notice (but in any event
at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there
is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or
other similar event or sale of assets (during which time the Holder shall be entitled to convert this Debenture) and (b) the resulting
successor or acquiring entity (if not the Company) assumes by written instrument all of the obligations of this Debenture. The
above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.


 


6.      If,
at any time while any portion of this Debenture remains outstanding, the Company effectuates a forward stock split or reverse
stock split of its Common Stock or issues a dividend on its Common Stock consisting of shares of Common Stock or otherwise
recapitalizes its Common Stock, the Conversion Price shall be equitably adjusted to reflect such action.


 




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7.    
All payments contemplated hereby to be made “in cash” shall be made by wire transfer
of immediately available funds in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts. All payments of cash and each delivery of shares of Common Stock issuable to the Holder
as contemplated hereby shall be made to the Holder to an account designated by the Holder to the Company and if the Holder has
not designated any such accounts at the address last appearing on the Debenture Register of the Company as designated in writing
by the Holder from time to time; except that the Holder may designate, by notice to the Company, a different delivery address for
any one or more specific payments or deliveries.


 


8.    
The Holder of the Debenture, by acceptance hereof, agrees that this Debenture is being acquired
for investment and that such Holder will not offer, sell or otherwise dispose of this Debenture or the Shares of Common Stock issuable
upon conversion thereof except in compliance with the terms of the Securities Purchase Agreement and under circumstances which
will not result in a violation of the Securities Act or any applicable state Blue Sky or foreign laws or similar laws relating
to the sale of securities.


 


9.    
This Debenture shall be governed by and construed in accordance with the laws of the State
of Nevada. Each of the parties consents to the exclusive jurisdiction and venue of the state located
in Miami-Dade County, Florida and/or federal courts located in Miami-Dade County, Florida in
connection with any dispute arising under this Agreement, and each waives any objection based on forum non conveniens. This provision
is intended to be a “mandatory” forum selection clause and governed by and interpreted consistent with Florida law
(Nevada law governing all other, substantive matters). Each of the parties hereby consents to the
exclusive jurisdiction and venue of any state or federal court having its situs in Miami-Dade County, Florida, and each waives
any objection based on forum non conveniens. To the extent determined by such court, the Company shall reimburse the Holder
for any reasonable legal fees and disbursements incurred by the Holder in enforcement of or protection of any of its rights under
this Debenture or the Securities Purchase Agreement.


 


		10.	The following shall constitute an “Event of Default”:



 


a.     
The Company fails in the payment of principal or interest (to the extent that interest is imposed under this Section 10) on
this Debenture as required to be paid in cash hereunder, and payment shall not have been made for a period of five (5)
business days following the payment due date (as to which no further cure period shall apply); or


 


b.     
Any of the representations or warranties made by the Company herein, in the Securities Purchase Agreement or in any
certificate or financial or other written statements heretofore or hereafter furnished by the Company to the Holder in
connection with the issuance of this Debenture, shall be false or misleading (including without limitation by way of the
misstatement of a material fact or the omission of a material fact) in any material respect at the time made (as to which
no cure period shall apply); or


 




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c.     
The Company fails to remain listed on the OTC Pink, OTCQB, OTCQX, Nasdaq Capital Markets, NYSE, or other applicable principal
trading market for the Common Stock (the “Principal Market”) any time from the date hereof to the Maturity Date
for a period in excess of five (5) Trading Days (as to which no further cure period shall apply); or


 


d.    
The Company (i) fails to timely file required SEC reports when due (including extensions), becomes, is deemed to be or
asserts that it is a “shell company” at any time for purposes of the 1933 Act, and Rule 144 promulgated
thereunder or otherwise takes any action, or refrains from taking any action, the result of which makes Rule 144 under the
1933 unavailable to the Holder for the sale of their Securities, (ii) fails to issue shares of Common Stock to the Holder or
to cause its Transfer Agent to issue shares of Common Stock upon exercise by the Holder of the conversion rights of the
Holder in accordance with the terms of this Debenture, (iii) fails to transfer or to cause its Transfer Agent to transfer any
certificate for shares of Common Stock issued to the Holder upon conversion of this Debenture as and when required by this
Debenture and such transfer is otherwise lawful, (iv) fails to remove any restrictive legend or to cause its Transfer Agent
to transfer any certificate or any shares of Common Stock issued to the Holder upon conversion of this Debenture as and when
required by the relevant Transaction Document(s) and such legend removal is otherwise lawful, or (v) the Company fails to
perform or observe any of its obligations under the Section 5 of the Agreement or under the Transfer Agent Instruction Letter
(no cure period shall apply in the case of clauses (i) through (v) above, inclusive); or


 


e.     
The Company fails to perform or observe, in any material respect (i) any other covenant, term, provision, condition,
agreement or obligation set forth in the Debenture, (subject to a cure period of three (3) days other than in the case of a
failure under Section 5 hereof, as to which no cure period shall apply), or (ii) any other covenant, term,
provision, condition, agreement or obligation of the Company set forth in the Securities Purchase Agreement and such failure
shall continue uncured for a period of either (1) three (3) days after the occurrence of the Company’s failure under
Section 4(d), (e) (except as described in Section 10(c) hereof, as to which Section 10(c) hereof shall control), (f), (g) or
(h) of the Securities Purchase Agreement, or (2) ten (10) days after the occurrence of the Company’s failure under any
other provision of the Securities Purchase Agreement not otherwise specifically addressed in the Events of Default set forth
in this Section 10; or


 


f.     
The Company shall (1) admit in writing its inability to pay its debts generally as they mature; (2) make an assignment for
the benefit of creditors or commence proceedings for its dissolution; or (3) apply for or consent to the appointment of a
trustee, liquidator or receiver for its or for a substantial part of its property or business (as to which no cure period
shall apply); or


 


g.     
A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business
without its consent and shall not be discharged within sixty (60) days after such appointment (as to which no cure period
shall apply); or


 


h.     
Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume
custody or control of the whole or any substantial portion of the properties or assets of the Company and shall not be
dismissed within sixty (60) days thereafter (as to which no cure period shall apply); or


 




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i.     
Any money judgment, writ or warrant of attachment, or similar process (including an arbitral determination), in excess of
Fifty Thousand Dollars ($50,000) in the aggregate shall be entered or filed against the Company or any of its properties or
other assets (as to which no cure period shall apply); or


 


j.     
The occurrence of a breach or an event of default under the terms of any indebtedness or financial instrument of the Company
or any subsidiary (including but not limited to any Subsidiary) of the Company in an aggregate amount in excess of Fifty
Thousand Dollars ($50,000) or more which is not waived by the creditors under such indebtedness (as to which no cure period
shall apply); or


 


k.     
Bankruptcy, reorganization, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or
any law for the relief of debtors shall be instituted by or against the Company and, if instituted against the Company, shall
not be dismissed within sixty (60) days after such institution or the Company shall by any action or answer approve of,
consent to, or acquiesce in any such proceedings or admit the material allegations of, or default in answering a petition
filed in any such proceeding (as to which no further cure period shall apply); or


 


l.     
The issuance of an order, ruling, finding or similar adverse determination the SEC, the Secretary of State of the State of
Nevada or other applicable state of incorporation of the Company, FINRA, or any other securities regulatory body (whether in
the United States, Canada or elsewhere) having proper jurisdiction that the Company and/or any of its past or present
directors or officers have committed a material violation of applicable securities laws or regulations (as to which no cure
period shall apply); or


 


m.    
The Company shall have its Common Stock suspended or delisted from the Principal Market for a period in excess of five (5)
Trading Days (as to which no further cure period shall apply); or


 


n.     
Any of the following shall occur and be continuing: a breach or default by any party under (a) any agreement identified by
the Company in its SEC filings as a material agreement or (b) any note or other form of indebtedness in favor of the Company
representing indebtedness of at least Fifty Thousand Dollars ($50,000.00), irrespective of whether such breach or default was
waived (as to which no cure period shall apply); or


 


o.     
Notice of a Material Adverse Effect is provided by the Company or the determination in good faith by the Holder that a
Material Adverse Effect has occurred (as to which no cure period shall apply); or


 


p.     
The Company attempts to modify, amend, withdraw, rescind, disavow or repudiate any part of the Irrevocable Instructions (as
to which no cure period shall apply).


 


q.     
Any attempt by the Company or its officers, directors, and/or affiliates to transmit, convey, disclose, or any actual
transmittal, conveyance, or disclosure by the Company or its officers, directors, and/or affiliates of, material non-public
information concerning the Company, to the Holder or its successors and assigns,
which is not immediately cured by Company’s filing of a Form 8-K pursuant to Regulation FD on that same date.


 




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r.     
At any time while this Debenture is outstanding, the lowest traded price on the Principal Market is equal to or less than
$0.0001.


 


s.     
The failure by Company 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).


 


t.     
If, at any time on or after the Issuance Date, the Company’s Common Stock (i) is suspended from trading, (ii) halted
from trading, and/or (iii) fails to be quoted or listed (as applicable) on the Principal Market.


 


u.     
If, at any time on or after the date which is six (6) months after the Issuance Date, the Holder is unable to (i) obtain a
standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder, the Holder’s
brokerage firm (and respective clearing firm), and the Company’s transfer agent in order to facilitate the
Holder’s conversion of any portion of the Debenture into free trading shares of the Company’s Common Stock
pursuant to Rule 144, and/or (ii) thereupon deposit such shares into the Holder’s brokerage account.


 


v.     
Any attempt by the Company or its officers, directors, and/or affiliates to transmit, convey, disclose, or any actual
transmittal, conveyance, or disclosure by the Company or its officers, directors, and/or affiliates of, material non-public
information concerning the Company, to the Holder or its successors and assigns, which is not immediately cured by
Company’s filing of a Form 8-K pursuant to Regulation FD on that same date.


 


Then,
or at any time thereafter, the Company shall immediately give written notice of the occurrence of such Event of Default to
the Holder, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder of
the Debenture (which waiver shall not be deemed to be a waiver of any subsequent default), then at the option of the Holder
and in the discretion of the Holder, take any or all of the following actions: (i) pursue remedies against the Company in
accordance with any of the Holder’s rights, (ii) increase the interest rate applicable to the Debenture to the lesser
of eighteen percent (18%) per annum and the maximum interest rate allowable under applicable law, (iii) in the case of an
Event of Default under Section 10(e)(ii)(1) based on the Company’s failure to be DWAC Operational, increase the
Principal Amount to an amount equal to one hundred ten percent (110%) of the then-outstanding Principal Amount, (iv) in the
case of an Event of Default under Section 10(d)(i), increase the Principal Amount to an amount equal to one hundred twenty
percent (120%) of the then-outstanding Principal Amount and an additional ten percent (10%) discount shall be factored into
the Conversion Price until this Debenture is no longer outstanding, (v) in the case of an Event of Default under Section
10(d)(i) through (v), increase the Principal Amount of the relevant Holder’s Debenture by One Thousand Dollars and
00/100 ($1,000.00) for each day the related failure continues, (vi) in the case of an Event of Default under Section
10(d)(ii) through (v) arising from an untimely delivery to the Holder of Conversion Shares or shares of Common Stock in
de-legended form, if the closing bid price of the Common Stock on the Trading Day immediately prior to the actual date of
delivery of Conversion Shares or de- legended shares, as the case may be, is less
than the closing bid price on the Trading Day


 




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immediately prior to the
date when Conversion Shares or de-legended shares were required to be delivered, increase the Principal Amount of the relevant
Holder’s Debenture by an amount per share equal to such difference, and (vii) following the expiration of the applicable
grace period (if any), at the option and discretion of the Holder, accelerate the full indebtedness under this Debenture, in an
amount equal to one hundred forty percent (140%) of the outstanding Principal Amount and accrued and unpaid interest (the “Acceleration
Amount”), whereupon the Acceleration Amount shall be immediately due and payable, without presentment, demand, protest or
notice of any kinds, all of which are hereby expressly waived, anything contained herein, in the Securities Purchase Agreement
or in any other note or instruments to the contrary notwithstanding. In the case of an Event of Default under Section 10(d)(ii),
the Holder may either (i) declare the Acceleration Amount to exclude the Conversion Amount that is the subject of the Event of
Default, in which case the Acceleration Amount shall be based on the remaining Principal Amount and accrued interest (if any),
in which case the Company shall continue to be obligated to issue the Conversion Shares, or (ii) declare the Acceleration Amount
to include the Conversion Amount that is the subject of the Event of Default, in which case the Acceleration Amount shall be based
on the full Principal Amount, including the Conversion Amount, and accrued interest (if any), whereupon the Notice of Conversion
shall be deemed withdrawn. At its option, the Holder may elect to convert the Debenture pursuant to Section 2 notwithstanding the
prior declaration of a default and acceleration, in the sole discretion of such Holder. The Holder may immediately enforce any
and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by applicable law. Notwithstanding
the foregoing, in the case of a default under Section 10(d)(ii) through (iv), the Holder of the Debenture sought to be converted,
transferred or de-legended, as the case may be, acting singly, shall have the sole and absolute discretion to increase the applicable
interest rate on the Debenture held by such Holder and/or to accelerate the Debenture(s) held by such Holder. The Company expressly
acknowledges and agrees that the Holder’s exercise of any or all of the remedies provided herein or under applicable law,
including without limitation the increase(s) in the Principal Amount and the Acceleration Amount as may be declared in the case
of a default, is reasonable and appropriate due to the inability to define the financial hardship that the Company’s default
would impose on the Holder. To the extent that the Holder’s exercise of any of its remedies in the case of an Event of Default
shall be construed to exceed the maximum interest rate allowable under applicable law, then such remedies shall be reduced to equal
the maximum interest rate allowable under applicable law


 


11.   
Nothing contained in this Debenture shall be construed as conferring upon the Holder the right
to vote or to receive dividends or to consent or receive notice as a shareholder in respect of any meeting of shareholders or any
rights whatsoever as a shareholder of the Company, unless and to the extent converted in accordance with the terms hereof.


 


12.   
So long as this Debenture is outstanding, upon any issuance by the Company or any of its subsidiaries
of any security with any term more favorable to the holder of such security or with a term in favor of the holder of such security
that was not similarly provided to the Holder in this Debenture, then the Company shall notify the Holder of such additional or
more favorable term and such term, at Holder’s option, shall become a part of the transaction documents with the Holder.
The types of terms contained in another security that may be more favorable to the holder of such security include, but are not
limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, original issue
discounts, stock sale price, private placement price per share, and warrant coverage.


 




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13.   
This Debenture may be amended only by the written consent of the parties hereto. Notwithstanding
the foregoing, the Principal Amount of this Debenture shall automatically be reduced by any and all Conversion Amounts (to the
extent that the same relate to principal hereof). In the absence of manifest error, the outstanding Principal Amount of the Debenture
on the Holder’s book and records shall be the correct amount.


 


14.     In
the event of any inconsistency between the provisions of this Debenture and the provisions of any other Transaction Document,
the provisions of this Debenture shall prevail. Without limiting the generality of the foregoing, in the event the Transfer
Agent is not required to transfer any Common Stock, issue Conversion Shares or de-legended shares of Restricted Stock
pursuant to the Transfer Agent Instruction Letter, this shall not operate as an excuse, extension or waiver of the
Company’s obligation to issue and deliver Conversion Shares or de- legended
Restricted Stock.


 


15.    
The Company specifically acknowledges and agrees that in the event of a breach or threatened breach by the Company of any
provision hereof or of any other Transaction Document, the Holder will be irreparably damaged, and that damages at law would
be an inadequate remedy if this Debenture or such other Transaction Document were not specifically enforced. Therefore, in
the event of a breach or threatened breach by the Company, the Holder shall be entitled, in addition to all other rights and
remedies, to an injunction restraining such breach, without being required to show any actual damage or to post any bond or
other security, and/or to a decree for a specific performance of the provisions of this Debenture and the other
Transaction Documents.


 


16.    
No waivers or consents in regard to any provision of this Debenture may be given other than by an instrument in writing
signed by the Holder.


 


17.    
Each time, while this Debenture is outstanding, the Company enters into a Section 3(a)(10) transaction, in which any 3rd
party has the right to convert monies owed to that 3rd party (or receive shares pursuant to a settlement or otherwise) at a
discount to market greater than the Conversion Price in effect at that time (prior to all other applicable adjustments in
this Debenture), then the Conversion Price shall be automatically adjusted to such greater discount percentage (prior to
all applicable adjustments in this Debenture) until this Debenture is no longer outstanding. Each time, while this Debenture
is outstanding, the Company enters into a Section 3(a)(10) transaction, in which any 3rd party has a look back period greater
than the look back period in effect under this Debenture at that time, then the Holder’s look back period shall
automatically be adjusted to such greater number of days until this Debenture is no longer outstanding. The Company shall
give written notice to the Holder, with the adjusted Conversion Price and/or adjusted look back period (each adjustment that
is applicable due to the triggering event), within one (1) business day of an event that requires any adjustment described in
this section. So long as this Debenture is outstanding, the Company shall not enter into any transaction or arrangement
structured in accordance with, based upon, or related or pursuant to, in whole or in part, Section 3(a)(l0) of the Securities
Act (a “3(a)(l0) Transaction”). In the event that the Company does enter into, or makes any issuance of Common
Stock related to a 3(a)(l0) Transaction while this Debenture is outstanding, a liquidated damages charge of 20% of the
outstanding principal balance of this Debenture, but not less than Fifteen Thousand Dollars, will be assessed and will become immediately due and
payable to the Holder at its election in the form of cash payment or addition to the balance of this Debenture.


 




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18.    
So long as this Debenture is outstanding, upon any issuance by the Company or any of its subsidiaries of any security with
any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not
similarly provided to the Holder in this Debenture, then the Company shall notify the Holder of such additional or more
favorable term and such term within one (1) business day of an event that requires any adjustment described in this
section, and such term shall, at Holder’s option, become a part of the transaction documents with the Holder
(regardless of whether the Company notifies the Holder or not). The types of terms contained in another security that may be
more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts,
prepayment rate, conversion lookback periods, interest rates, original issue discounts, stock sale price, private placement
price per share, and warrant coverage. This Section 18 shall not apply to the Company’s issuances to EMA Financial,
LLC.


 


		19.	[Intentionally Omitted].



 


20.    
Notwithstanding any provision in this Debenture or the related transaction documents to the contrary, the total liability for
payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or
other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the
jurisdiction governing this Debenture or any other applicable law. In the event the total liability of payments of interest
and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may
at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which
for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this
Debenture, all sums in excess of those lawfully collectible as interest for the period in question shall, without further
agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance due
hereunder immediately upon receipt of such sums by the Holder hereof, with the same force and effect as though the Company
had specifically designated such excess sums to be so applied to the reduction of the principal balance then outstanding, and
the Holder hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Holder
may, at any time and from time to time, elect, by notice in writing to the Company, to waive, reduce, or limit the collection
of any sums in excess of those lawfully collectible as interest, rather than accept such sums as a prepayment of the
principal balance then outstanding. It is the intention of the parties that the Company does not intend or expect to pay, nor
does the Holder intend or expect to charge or collect any interest under this Debenture greater than the highest non-usurious
rate of interest which may be charged under applicable law.


 


 


[Signature Page Follows]


 




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IN
WITNESS WHEREOF, the Company has caused this Debenture to be duly executed by an officer thereunto duly authorized as of the
date of issuance set forth above.


 


	 	AB INTERNATIONAL GROUP CORP.
		
         

        

         

         

         

	 	/s/ Chiyuan Deng
	 	Name: Chiyuan Deng
	 	Title:Chief Executive Officer


 


 





 


[Signature Page to Convertible
Debenture]


 




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ANNEX A


 


AB INTERNATIONAL GROUP
CORP. NOTICE OF CONVERSION


(To Be Executed by the Registered Holder in Order to
Convert the Debenture)


 


The undersigned hereby
irrevocably elects to convert $__________________ of the Principal Amount of the above Debenture into Shares of Common Stock
of AB International Group Corp., a Nevada corporation (the “Company”), according to the conditions hereof, as of
the date written below. After giving effect to the conversion requested hereby, the outstanding Principal Amount of such
debenture is $___________________, absent manifest error.


 


Pursuant to the Debenture,
certificates representing Common Stock upon conversion must be delivered (including delivery by DWAC or DRS) to the undersigned
within two (2) business days from the date of delivery of the Notice of Conversion to the Transfer Agent.


 


 


Conversion Date








	 



 





 


Applicable Conversion Price


	 






 


 


Signature


	 






 


 


Print Name


	 






 


 


Address


	 






 


	 



 





 



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