NEITHER THIS SECURITY NOR
THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE
TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES
ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
SECURITIES.


 


COMMON STOCK
PURCHASE WARRANT 





AB INTERNATIONAL
GROUP CORP.


 


 


Warrant Shares: 10,000


Date of Issuance: December
9, 2019 (“Issuance Date”)


 


This
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance
of the $85,000.00 convertible debenture to Peak One Opportunity Fund, L.P., a Delaware limited partnership (the “Fund”)
on or around December 9, 2019 (the “Debenture”), Peak One Investments, LLC, a Delaware limited liability company
(including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the
limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase
from AB International Group Corp., a Nevada corporation (the “Company”), up to 10,000 shares of Common Stock
(as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to
the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company
as of the date hereof in connection with that certain securities purchase agreement dated December 9, 2019, by and among the Company
and the Fund (the “Purchase Agreement”).


 


Capitalized
terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of
this Warrant or in Section 12 below. For purposes of this Warrant, the term “Exercise Price” shall mean $10.00,
subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period”
shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the five-year anniversary
thereof.


 


		1.	EXERCISE OF WARRANT.



 


(a)               
Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented
by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice,
in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise
this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial
exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have
the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number
of Warrant Shares purchased. On or before the second Trading Day (the “Warrant Share Delivery Date”) following
the date on which the Holder sent the Exercise Notice to the Company or the Company’s transfer agent, and upon receipt by
the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares
as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together
with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available
funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct
its transfer agent to) issue and dispatch by


 




    	 		 



    	 



    

 


overnight courier to the
address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the
Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise (or
deliver such shares of Common Stock in electronic format if requested by the Holder). Upon delivery of the Exercise Delivery Documents,
the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to
which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares.
If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant submitted
for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable
and in no event later than three Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with
Section 6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under
this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.


 


If the Company
fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share
Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure
shall be deemed an event of default under the Debenture.


 


If the Market
Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant
to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below
(or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company
shall issue to Holder a number of Common Stock computed using the following formula:


 


X = Y (A-B)


 


A


 


Where X =the number of Shares to be issued to
Holder.


 


		Y =	the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date
of such calculation).



 


A =       the Market
Price (at the date of such calculation).


 


B =       Exercise
Price (as adjusted to the date of such calculation).


 


 


(b)               
No Fractional Shares. No fractional shares shall be issued upon the exercise of this
Warrant as a consequence of any adjustment pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of
this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional
share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance
of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying
the then-current fair market value of a Warrant Share by such fraction.


 


(c)                Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to
exercise any portion of this Warrant, to the extent that after giving effect to issuance of Warrant Shares upon exercise as
set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other
persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess
of the Beneficial Ownership Limitation, as defined below. For purposes of the foregoing sentence, the number of shares of
Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable
upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares
of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of this
Warrant beneficially owned by the Holder or any of its


 




    	 	2	 



    	 



    

 


Affiliates and (ii) exercise
or conversion of the unexercised or non-converted portion of any other securities of the Company (including without limitation
any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein
beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this
paragraph (d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged
by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the
Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent
that the limitation contained in this paragraph applies, the determination of whether this Warrant is exercisable (in relation
to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable shall
be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of
which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall
have no obligation to verify or confirm the accuracy of such determination.


 


For purposes
of this paragraph, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding
shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission,
as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or
its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the request of a Holder, the Company shall
within two Trading Days confirm to the Holder the number of shares of Common Stock then outstanding. In any case, the number of
outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company,
including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common
Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common
Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant.
Upon no fewer than 61 days’ prior notice to the Company, a Holder may increase or decrease the Beneficial Ownership Limitation
provisions of this paragraph, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares
of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this
Warrant held by the Holder and the provisions of this paragraph shall continue to apply. Any such increase or decrease will not
be effective until the 61st day after such notice is delivered to the Company and shall only apply to such Holder and no other
Holder. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant.


 


2.                  
ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted
from time to time as follows:


 


(a)               
Distribution of Assets. If the Company shall declare or make any dividend or other
distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise (including without limitation any distribution of cash, stock or other securities, property or options by way of a
dividend, spin off, reclassification, corporate rearrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case:


 


(i)                
any Exercise Price in effect immediately prior to the close of business on the record date
fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective
as of the close of business on such record date, to a price determined by multiplying such Exercise Price by a fraction (i) the
numerator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such
record date minus the value of the Distribution (as determined in good faith by the Company’s Board of Directors) applicable
to one share of Common Stock, and (ii) the denominator of which shall be the Closing Sale Price of the shares of Common Stock on
the Trading Day immediately preceding such record date; and


 


(ii)              
the number of Warrant Shares shall be increased to a number of shares equal to the number
of shares of Common Stock obtainable immediately prior to the close of business on the record date


 




    	 	3	 



    	 



    

 


fixed for the determination
of holders of shares of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth
in the immediately preceding clause (i); provided, however, that in the event that the Distribution is of shares of common stock
of a company (other than the Company) whose common stock is traded on a national securities exchange or a national automated quotation
system (“Other Shares of Common Stock”), then the Holder may elect to receive a warrant to purchase Other Shares
of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical to those of this
Warrant, except that such warrant shall be exercisable into the number of shares of Other Shares of Common Stock that would have
been payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record
date and with an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased
with respect to the Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares
calculated in accordance with the first part of this clause (ii).


 


(b)              
Anti-Dilution Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any
time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise
dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities
entitling any person or entity to acquire shares of Common Stock (upon conversion, exercise or otherwise) (including but not limited
to under the Note), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share
Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock
or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an
applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain
condition(s)), 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 or potentially entitled to receive shares of Common
Stock at an effective price per share which is less than the Exercise Price at any time while such Common Stock or Common Stock
Equivalents are in existence, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the
Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired
by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price), then
the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price, and the number
of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking
into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment (for the
avoidance of doubt, the aggregate Exercise Price prior to such adjustment is calculated as follows: the total number of Warrant
Shares issuable upon exercise of this Warrant immediately prior to such adjustment (without regard to the Beneficial Ownership
Limitation) multiplied by the Exercise Price in effect immediately prior to such adjustment). By way of example, if E is the total
number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such adjustment (without regard to the Beneficial
Ownership Limitation), F is the Exercise Price in effect immediately prior to such adjustment, and G is the Base Share Price, the
adjustment to the number of Warrant Shares can be expressed in the following formula: Total number of Warrant Shares after such
Dilutive Issuance = the number obtained from dividing [E x F] by G. Such adjustment
shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common
Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually
converted or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base
Share Price even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective
Common stock Equivalents). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance
of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance price,
or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance
Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this
Section 2(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number
of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in
the Notice of Exercise.


 




    	 	4	 



    	 



    




 


(c)               
Subdivision or Combination of Common Stock. If the Company at any time on or after
the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding
shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will
be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or
after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares
of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately
increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(c) shall become
effective at the close of business on the date the subdivision or combination becomes effective. Each such adjustment of the Exercise
Price shall be calculated to the nearest one-hundredth of a cent. Such adjustment shall be made successively whenever any event
covered by this Section 2(c) shall occur.


 


3.                  
FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i)
the Company effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving
entity, the “Successor Entity”), (ii) the Company effects any sale of all or substantially all of its assets
in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual
or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange
their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept
such offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which
the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a
subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then,
upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of
the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable
upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the
number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation
on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination
of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate
Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion
the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components
of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon
any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions,
any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions
and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.


 


4.                  
NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment
of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of
arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant
and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the
Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the
Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall,
for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, seven (7) times the number
of shares of Common Stock into which the Warrants are then exercisable into to provide for the exercise of the rights represented
by this Warrant (without regard to any limitations on exercise).


 




    	 	5	 



    	 



    

 


5.                  
WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided
herein, this Warrant, in and of itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the
Company. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase
any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted
by the Company or by creditors of the Company.


 


		6.	REISSUANCE.



 


(a)               
Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or
destroyed, the Company will, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of
a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost,
stolen, mutilated or destroyed.


 


(b)               
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant
pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date,
as indicated on the face of such new Warrant which is the same as the Issuance Date.


 


7.                  
TRANSFER. This Warrant shall be binding upon the Company and its successors and assigns,
and shall inure to be the benefit of the Holder and its successors and assigns. Notwithstanding anything to the contrary herein,
the rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or
in part, by the Company without the prior signed written consent of the Holder, which consent may be withheld at the sole discretion
of the Holder (any such assignment or transfer shall be null and void if the Company does not obtain the prior signed written consent
of the Holder). This Warrant or any of the severable rights and obligations inuring to the benefit of or to be performed by Holder
hereunder may be assigned by Holder to a third party, in whole or in part, without the need to obtain the Company’s consent
thereto.


 


8.                  
NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise
provided herein, such notice shall be given in accordance with the notice provisions contained in the Purchase Agreement. The Company
shall provide the Holder with prompt written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in
reasonable detail, the calculation of such adjustment and (ii) at least 20 days prior to the date on which the Company closes its
books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect
to any grants, issuances or sales of any stock or other securities directly or indirectly convertible into or exercisable or exchangeable
for shares of Common Stock or other property, pro rata to the holders of shares of Common Stock or (C) for determining rights to
vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall
be made known to the public prior to or in conjunction with such notice being provided to the Holder.


 


9.                  
AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either
generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and
the Holder.


 


10.              
GOVERNING LAW AND VENUE. This Warrant shall be governed by and construed in accordance
with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against
the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the State
of Florida, County of Miami-Dade or federal courts located in the State of Florida, County of Miami-Dade. The parties to this Warrant
hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense
based on lack of jurisdiction or venue or based upon forum non conveniens. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT
IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR
ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the
other party its reasonable attorney's fees and costs. In the event that any provision of this Warrant or any other agreement delivered
in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent


 




    	 	6	 



    	 



    

 


that it may conflict therewith
and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable
under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably
waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this
Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with
evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any other manner permitted by law.


 


11.              
ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of
and agreement to all of the terms and conditions contained herein.


 


12.              
CERTAIN DEFINITIONS.For purposes of this Warrant, the following terms shall have
the following meanings:


 


		(a)	“Nasdaq” means www.Nasdaq.com.



 


(b)               
“Closing Sale Price” means, for any security as of any date, (i) the
last closing trade price for such security on the Principal Market, as reported by Nasdaq, or, if the Principal Market begins to
operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior
to 4:00 p.m., New York time, as reported by Nasdaq, or (ii) if the foregoing does not apply, the last trade price of such security
in the over-the-counter market for such security as reported by Nasdaq, or (iii) if no last trade price is reported for such security
by Nasdaq, the average of the bid and ask prices of any market makers for such security as reported by the OTC Markets. If the
Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price
of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations
to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable
calculation period.


 


(c)               
“Common Stock” means the Company’s common stock, and any other
class of securities into which such securities may hereafter be reclassified or changed.


 


(d)               
“Common Stock Equivalents” means any securities of the Company that would
entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, rights,
options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles
the holder thereof to receive, Common Stock.


 


(e)               
“Dilutive Issuance” is any issuance of Common Stock or Common Stock Equivalents
described in Section 2(b) above; provided, however, that a Dilutive Issuance shall not include any Exempt Issuance.


 


(f)                
“Exempt Issuance” means the issuance of (i) shares of Common Stock or
options to officers or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee
members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established
for such purpose, (ii) securities issued pursuant to acquisitions approved by a majority of the disinterested directors of the
Company, and (iii) shares of Common Stock issued pursuant to any real property leasing arrangement or financing from a national
bank approved by the Board of Directors of the Company.


 


(g)               
“Principal Market” means the primary national securities exchange on
which the Common Stock is then traded.


 


(h)               
“Market Price” means the highest traded price of the Common Stock during
the ninety Trading Days prior to the date of the respective Exercise Notice.


 




    	 	7	 



    	 



    

 


(i)                
“Trading Day” means (i) any day on which the Common Stock is listed or
quoted and traded on its Principal Market, (ii) if the Common Stock is not then listed or quoted and traded on any national securities
exchange, then a day on which trading occurs on any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter
markets, any Business Day.


 


13.              
MOST FAVORED NATION. While any portion of this Warrant remains unexercised, the Company
shall not enter into any public or private offering of its securities (including securities convertible into shares of Common Stock)
with any individual or entity (an “Other Investor”) that has the effect of establishing rights or otherwise benefiting
such Other Investor in a manner more favorable to such Other Investor than the rights and benefits established in favor of the
Holder by this Warrant unless, in any such case, the Holder has been provided with such rights and benefits pursuant to a definitive
written agreement or agreements between the Company and the Holder. From the date hereof and for so long as any portion of this
Warrant remains unexercised, in the event that the Company issues or sells any Common Stock or Common Stock Equivalents or issues,
any other securities convertible into, exercisable for, or otherwise entitle any person or entity the right to acquire, shares
of Common Stock, if the Holder then holding any unexercised portion of this Warrant, believes that any of the terms and conditions
appurtenant to such issuance or sale are more favorable to such investor(s) than are the terms and conditions granted to the Holder,
then such additional or more favorable term, at Holder’s option, shall automatically become a part of the transaction documents
(including but not limited to this Warrant) with the Holder. The Company shall provide the Holder with notice of any such issuance
or sale not later than two (2) Trading Days before such issuance or sale.


 


 


 


* * * * * * *


 




    	 	8	 



    	 



    

 


IN WITNESS WHEREOF, the Company
has caused this Warrant to be duly executed as of the Issuance Date set forth above.


 





	 	AB INTERNATIONAL GROUP CORP.
	 	
         

         

         

         

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








 




    	 	9	 



    	 



    

 


EXHIBIT A


 


EXERCISE NOTICE


 


(To be executed by the registered
holder to exercise this Common Stock Purchase Warrant)


 


 


THE UNDERSIGNED holder
hereby exercises the right to purchase ________________ of the shares of Common
Stock (“Warrant Shares”) of AB International Group Corp., a Nevada corporation (the “Company”),
evidenced by the attached copy of the Common Stock Purchase Warrant (the “Warrant”). Capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


		1.	Form of Exercise Price. The Holder intends that payment of
the Exercise Price shall be made as (check one):



 


		☐	a cash exercise with respect to Warrant Shares; or



		☐	by cashless exercise pursuant to the Warrant.



 


		2.	Payment of Exercise Price. If cash exercise
is selected above, the holder shall pay the applicable Aggregate Exercise Price in the sum of $ to the Company in accordance
with the terms of the Warrant.



 


		3.	Delivery of Warrant Shares. The Company
shall deliver to the holder Warrant Shares in accordance with the terms
of the Warrant.



 


 


 


Date: ________________________________


 


 


 





	 	 	(Print Name of Registered
    Holder)
	 	 	
         

         

         

         

	 	By:	
	 	Name:	
	 	Title:	


 


 







    	 	10	 



    	 



    

 


EXHIBIT B


 


ASSIGNMENT OF WARRANT


 


(To be signed only upon authorized
transfer of the Warrant)


 


 


FOR VALUE
RECEIVED, the undersigned hereby sells, assigns, and transfers unto
_____________________ the right to purchase shares of common stock of AB International Group Corp., to which the
within Common Stock Purchase Warrant relates and appoints _____________________, as attorney-in-fact, to transfer said right on the books of AB
International Group Corp. with full power of substitution and re-substitution in the premises. By accepting such transfer,
the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.


 


 


 


Dated: _________________________


 


 


 





	 	(Signature) *
	 	 
	 	(Name)
	 	 
	 	(Address)
	 	 
	 	(Social Security or Tax Identification No.)



 


 


 


* The signature on this Assignment
of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without
alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity,
please indicate your position(s) and title(s) with such entity.


 








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