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: 50,000,000


Date of Issuance: August 2, 2022 (the
“Issuance Date”)


 


THIS COMMON STOCK
PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the common stock purchase agreement
dated August 2, 2022, in the amount of $1,000,000 by the Company (as defined below) to the Investor (as defined below)) (the “Agreement”),
Alumni Capital LP (the “Investor” and 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 during the Exercise Period,
to purchase from AB International Group Corp., a Nevada corporation (the “Company”), up to $1,000,000 dollars of Common Stock
(as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect. The number of Warrant Shares for
which this Warrant may be exercised is subject to adjustment in accordance with the terms hereof.


 


Capitalized terms
used in this Warrant shall have the meanings set forth in the Agreement unless otherwise defined in the body of this Warrant or in Section
14 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.02 per share, subject to adjustment as provided
herein, and the term “Exercise Period” shall mean the period commencing on Issuance Date and ending on 5:00 p.m. eastern time
on the five-year anniversary of such date.


 


		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 Company shall have received the Exercise Notice, which Exercise Notice must
be received by the Company prior to 11 a.m., New York, New York time to count as received on such date, 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, 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. 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. Without in any way limiting the
Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of
the Common Stock issuable upon conversion of this Warrant is not delivered by the Warrant Share Delivery Date the Company shall pay to
the Holder $2,000 per day, for each day beyond the Warrant Share Delivery Date that the Company fails to deliver such Common Stock (unless
such failure results from war, acts of terrorism, an epidemic, or natural disaster). Such amount shall be paid to Holder in cash by the
fifth day of the month following the month in which it has accrued. The Company agrees that the right to exercise is a valuable right
to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such exercise right are difficult if not
impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 1(a) are justified.


 


If, at any time
during the Exercise Period after January 12, 2023, there is no effective registration statement of the Company, after a period of three
months for the Company to cure, covering the Holder’s immediate resale of the Warrant Shares without any limitations, then the Company
shall pay a fee of


$40,000 to the Investor in cash.


 


		(a)	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 to 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.



 


		(b)	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



 




    	 	2	 



    	 



    

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 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 Section 1(b), 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. 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


 




    	 	3	 



    	 



    







(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 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)                
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(b) 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(b) 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


 




    	 	4	 



    	 



    

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, three
times the number of shares of Common Stock issuable under the Warrant, or as otherwise required under the Agreement, to provide for the
exercise of the rights represented by this Warrant (without regard to any limitations on exercise).


 


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.



(a)
Notice of Transfer. The Holder agrees to give written notice to the Company before transferring this Warrant or transferring any Warrant
Shares of such Holder’s intention to do so, describing briefly the manner of any proposed transfer. Promptly upon receiving such
written notice, the Company shall present copies thereof to the Company’s counsel. If the proposed transfer may be effected without


 




    	 	5	 



    	 



    

registration or qualification (under
any federal or state securities laws), the Company, as promptly as practicable, shall notify the Holder thereof, whereupon the Holder
shall be entitled to transfer this Warrant or to dispose of Warrant Shares received upon the previous exercise of this Warrant, all in
accordance with the terms of the notice delivered by the Holder to the Company; provided, however, that an appropriate legend may be endorsed
on this Warrant or the certificates for such Warrant Shares respecting restrictions upon transfer thereof necessary or advisable in the
opinion of counsel and satisfactory to the Company to prevent further transfers which would be in violation of Section 5 of the Securities
Act and applicable state securities laws; and provided further that the prospective transferee or purchaser shall execute the Assignment
of Warrant attached hereto as Exhibit B and such other documents and make such representations, warranties, and agreements as may be required
solely to comply with the exemptions relied upon by the Company for the transfer or disposition of the Warrant or Warrant Shares.


 


(b)
If the proposed transfer or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant to this
Section 7 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Holder will limit its
activities in respect to such transfer or disposition as are permitted by law.


 


(c) 
Any transferee of all or a portion of this Warrant shall succeed to the rights and benefits of the initial Holder of this Warrant
under the Agreement (registration rights, expenses, and indemnity).


 


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 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. This Warrant shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to
the principles of conflicts of law (whether of the State of Delaware or any other jurisdiction).


 


11.
ARBITRATION. Any disputes, claims, or controversies arising out of or relating to this Warrant, or the transactions, contemplated thereby,
or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability
of this Warrant to arbitrate, shall be referred to and resolved solely and exclusively by binding arbitration to be conducted before the
Judicial Arbitration and Mediation Service (“JAMS”), or its successor pursuant the expedited procedures set forth in the JAMS
Comprehensive Arbitration Rules and Procedures (the “Rules”), including Rules 16.1 and 16.2 of those Rules. The arbitration
shall be held in New York, New York, before a tribunal consisting of three (3) arbitrators each of whom will be selected in accordance
with the “strike and rank” methodology


 




    	 	6	 



    	 



    

set forth in Rule 15. Either party
to this Warrant may, without waiving any remedy under this Warrant, seek from any federal or state court sitting in the State of California
any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the
arbitral tribunal. The costs and expenses of such arbitration shall be paid via equal split by the parties, with all such costs and expenses,
including reasonable attorneys’ fees, to be awarded to the prevailing party in such arbitration. The arbitrators’ decision
must set forth a reasoned basis for any award of damages or finding of liability. The arbitrators’ decision and award will be made
and delivered as soon as reasonably possible and in any case within sixty (60) days’ following the conclusion of the arbitration
hearing and shall be final and binding on the parties and may be entered by any court having jurisdiction thereof.


 


12.
JURY TRIAL WAIVER. THE COMPANY AND THE HOLDER HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER
OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT.


 


13.
ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained
herein.


 


14.
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 Trading
Market, or, if the Trading 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 applicable Trading market), 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 applicable Trading market), or (iii) if no last trade price is reported for such security by Nasdaq (or applicable Trading market),
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, no par value per share, 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) 
“Trading Market” means the NASDAQ Capital Market or any of the following markets or exchanges on which the Company’s
Common Stock is listed or quoted for trading on the applicable date: (i) the NASDAQ Global Market; (ii) the NASDAQ Select Market;
(iii) the NYSE American; and (iv) the New York Stock Exchange (or any successors to any of the foregoing).


 




    	 	7	 



    	 



    







(f)             
“Market Price” means the highest traded price of the Common Stock from the Issue Date to the date of the respective
Exercise Notice.


 


(g)            
“Trading Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Trading 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.


 


 


 


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. By: /s/ Chiyuan Deng


Name: Chiyuan
Deng


Title: CEO


 


Agreed and Accepted:


 


Alumni Capital LP


 


By:
/s/ Ashkan Mapar


Name: Ashkan Mapar


Title: General Partner &
Portfolio Manager


 






    	 	8	 



    	 



    

 


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 , a 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


 


 


 


	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:





 






    	 	9	 



    	 



    




 


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  to which the within Common Stock Purchase Warrant relates and appoints , as attorney-in-fact,
to transfer said right on the books of 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.


 


 


Date:


 


 


 





 


(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.


 




    	 	10