Principal Amount: $50,000


 


 


10% CONVERTIBLE NOTE


DATED February 19, 2020


 


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


 


FOR VALUE RECEIVED, the Company therefore promises
to pay the Holder, the principal sum of $50,000 (the "Principal Amount") or such lesser principal amount following the
conversion or conversions of this Note in accordance with Paragraph 2 (the "Outstanding
Principal Amount") twelve (12) months from the date of issuance hereof (the "Maturity Date"), and to pay
interest on the Outstanding Principal Amount ("Interest") in a lump sum on the Maturity Date, at the rate of ten percent
(10%) per Annum (the "Rate") from the date of issuance.


 


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


 


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


 


This Note is subject to the following
additional provisions:


 


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


 


2.             
The Holder of this Note is entitled, at its option, six (6) months after the Company’s
receipt of the proceeds of the Note, to convert all or any lesser portion of the Outstanding Principal Amount and accrued but unpaid
Interest into Common Stock at a conversion price equal to a price which is a 40% discount to the lowest trading price in the ten
(10) days prior to the day that the Holder requests conversion, unless otherwise modified
by mutual agreement between the Parties (the "Conversion Price") (The Common stock into which the Note is converted shall
be referred to in this agreement as "Conversion
Shares").The Issuer will not be obligated to issue fractional Conversion Shares. The Holder may convert this Note into
Common Stock by surrendering the Note to the Company, with the form of conversion notice
attached to the Note as Exhibit A, executed by the Holder of the Note evidencing such Holder's intention to convert the Note. If
the Borrower is unable to issue any shares under this provision due to the fact that
there is an


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


 


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


 




    	 		 



    	 



    

 


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


 


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


 


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


 


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


 


5.             
Events of Default


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


6.       
Prepayment. Notwithstanding anything to the contrary contained in this Note, at any time
during the periods set forth on the table immediately following this paragraph (the “Prepayment Periods”), the Borrower
shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder of the Note to prepay
the outstanding Note (principal and accrued interest), in full, in accordance with this Section 6. Any notice of prepayment hereunder
(an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall
state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more
than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional
Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon
the direction of the Holder as specified by the Holder in a writing to
the Borrower (which direction shall to be sent to Borrower by the Holder at least one (1) business day prior to the Optional Prepayment
Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash
equal to the percentage (“Prepayment Percentage”) as set forth in the table immediately following this paragraph opposite
the applicable Prepayment Period, multiplied by the sum of: (i)the then outstanding principal amount of this Note plus (ii) accrued
and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (iii) Default Interest, if
any accrued thereon. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due
to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit
its right to prepay the Note pursuant to this Section 6.


 


	Prepayment Period	Prepayment Percentage
	1. The period beginning on the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date.	110%


 


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


 


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


 


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


 


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


 


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


 




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


 


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


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


 


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


 


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


 


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


 


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


 


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


 


13.          
Miscellaneous.


 


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


 


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


 


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


 


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


 


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


 




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


 


 


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






 








    	 	7	 



    	 



    

 


Exhibit A.


 


NOTICE OF CONVERSION


 


The
undersigned hereby elects
to convert $ ________________of the principal
amount of the Note (defined
below) into Shares of Common Stock
of AB International Group Corp., a
Nevada Corporation (the "Borrower")
according to the conditions
of the Convertible Note
of the Borrower dated
as of February 13, 2020 (the "Note").
No fee will be charged
to the Holder or Holder's
Custodian for any conversion, except for transfer taxes, if any.


 


Box Checked as to applicable instructions:


 


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


 


Name
of DTC Prime Broker: ___________________________________________________ 


 


Account
Number: ___________________________________________________________





 


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


 


Fidelis
Capital, LLC.


EIN
#: _________________ 


 


 


 



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



 









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