NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE
FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, SECTION 4(A)(1), OR
OTHER APPLICABLE EXEMPTION UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


Principal Amount: $50,000.00 Issue Date:
July 22, 2020


Purchase Price: $47,500.00


Original Issue Discount: $2,500.00


 


10% CONVERTIBLE NOTE


FOR VALUE RECEIVED,
AB International Group Corp., a Nevada corporation (“Borrower”
or “Company”) (Trading Symbol: ABQQ), hereby promises to pay to the order of EMA FINANCIAL, LLC, a Delaware
limited liability company, or its registered assigns (the “Holder”), on April 22, 2021, (subject to extension as set
forth below, the “Maturity Date”), the sum of $50,000.00 as set forth herein, together with interest on the unpaid
principal balance hereof at the rate of ten percent (10%) per annum (the “Interest Rate”) from the date of issuance
hereof until this Note plus any and all amounts due hereunder are paid in full, and any additional amounts set forth herein, including
without limitation any Additional Principal (as defined herein). Interest shall be computed on the basis of a 365-day year and
the actual number of days elapsed. Any amount of principal or interest on this Note which is not paid when due shall bear interest
at the rate of twenty-four (24%) per annum from the due date thereof until the same is paid (“Default Interest”). All
payments due hereunder shall be made in lawful money of the United States of America. All payments shall be made at such address
as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever
any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead
be due on the next succeeding day which is a business day and, in the case of any interest payment date which is not the date on
which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining
the amount of interest due on such date. As used in this Note, the term “business day” shall mean any day other than
a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive
order to remain closed. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in
that certain Securities Purchase Agreement entered into by and between the Company and Holder dated on or about the date hereof,
pursuant to which this Note was originally issued (the “Purchase Agreement”). The Holder may, by written notice to
the Borrower at least five (5) days before the Maturity Date (as may have been previously extended), extend the Maturity Date to
up to one (1) year following the date of the original Maturity Date hereunder.




    	 	1	 



    	 



    

 


This Note
carries an original issue discount of $2,500 (the “OID”), to cover the Holder’s monitoring costs associated with
the purchase and sale of the Note, which is included in the principal balance of this Note. Thus, the purchase price of this Note
shall be $47,500.00, computed as follows: the Principal Amount minus the OID.


 


This Note is free
from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights
or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.


The following terms
shall also apply to this Note:


ARTICLE
I. CONVERSION RIGHTS


1.1.              
Conversion Right. The Holder shall have the right, in its sole and absolute discretion,
at any time from time to time, to convert all or any part of the outstanding amount due under this Note (such outstanding amount
includes but is not limited to the principal, interest and/or Default Interest accrued, plus any and all other amounts owed pursuant
to the terms of this Note) into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue
Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed
or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided, however,
that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion
of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares
of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised
or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the
limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this
Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder
and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately
preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and Regulation 13D-G thereunder, except as otherwise provided in clause (1)
of such proviso, provided, further, however, that the limitations on conversion may be waived
by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Borrower, and the provisions
of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may
be specified in such notice of waiver). The number of shares of Common Stock to be issued upon each Conversion of this Note (“Conversion
Shares”) shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then
in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”),
delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted
by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower or Borrower’s
transfer agent before 11:59 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term
“Conversion Amount” means, with respect to any Conversion of this Note, the sum of (1) the principal amount of this
Note to be converted in such Conversion, plus (2) accrued and unpaid interest, if any, to be converted in such
Conversion at the interest rates provided in this Note to the Conversion Date, plus (3) at the Holder’s option,
Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2), plus (4)
any Additional Principal for such Conversion, plus (5) at the Holder’s option,
any amounts owed to the Holder pursuant to Sections 1.2(c) and 1.4(g) hereof.




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1.2.              
Conversion Price.


 


a)                 
Calculation of Conversion Price. The conversion price hereunder (the “Conversion
Price”) per share shall equal the lower of: (i) the lowest closing price of the Common Stock during the preceding twenty
(20) Trading Day period ending on the latest complete Trading Day prior to the Issue Date of this Note or (ii) 60% of the lowest
trading price for the Common Stock on the Principal Market during the twenty (20) consecutive Trading Days including and immediately
preceding the Conversion Date. If an Event of Default under Section 3.9 of the Note has occurred, Holder, in its sole discretion,
may elect to use a Conversion Price equal to the lower of: (i) the lowest traded price of the Common Stock on the Principal Market
on the Trading Day immediately preceding the Issue Date or (ii) 60% of either the lowest traded price or the closing bid price,
whichever is lower for the Common Stock on the Principal Market during any Trading Day in which the Event of Default has not been
cured. If such Common Stock is not traded on the OTCQX, OTCQB, OTC Pink, NASDAQ or NYSE, then such sale price shall be the sale
price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no
sale price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers
for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If such sale price cannot
be calculated for such security on such date in the manner provided above, such price shall be the fair market value as mutually
determined by the Borrower and the Holder. If the Borrower’s Common stock is chilled for deposit at DTC, becomes chilled
at any point while this Note remains outstanding or deposit or other additional fees are payable due to a Yield Sign, Stop Sign
or other trading restrictions, or if the closing price at any time falls below $0.01 (as appropriately and equitably adjusted for
stock splits, stock dividends, stock contributions and similar events), then an additional 15% discount will be attributed to the
Conversion Price for any and all Conversions submitted thereafter. Additionally, the Borrower acknowledges that it will take all
reasonable steps necessary or appropriate, including providing a board of directors resolution authorizing the issuance of common
stock to Holder. So long as the requested sale may be made pursuant to Rule 144 as promulgated by the SEC (“Rule 144”),
Section 4(a)(1) of the Securities Act (“Section 4(a)(1)”), or other applicable exemption, the Company agrees to accept
an opinion of counsel to the Holder confirming the rights of the Holder to sell shares of Common Stock issuable or issued to Holder
on conversion of this Note, or at the Holder’s option, Company shall immediately and without delay provide an opinion of
counsel to the Holder confirming the rights of the Holder to sell shares of Common Stock pursuant to Rule 144, Section 4(a)(1),
or other applicable exemption, as applicable, which opinion will be issued at the Company’s expense. In addition, the Holder
shall be entitled to deduct $600.00 from the conversion amount in each Notice of Conversion to cover Holder’s legal fees
associated with each Notice of Conversion. “Trading Day” shall mean any day on which the Common Stock is tradable for
any period on the OTC Pink or on the principal securities exchange, market place, or other securities market on which the Common
Stock is then being traded. Additionally, if the Company ceases to be a reporting company pursuant to the 1934 Act at any time
after the Issue Date or if the Note cannot be converted into free trading shares after 181 days from the issuance date, an additional
15% discount will be attributed to the Conversion Price for any and all Conversions submitted thereafter.


 


b)                 
If at any time the Conversion Price as determined hereunder for any Conversion would be less
than the par value of the Common Stock, then the Conversion Price hereunder shall equal such par value for such Conversion and
the Conversion Amount for such Conversion shall be increased to include Additional Principal, where “Additional Principal”
means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of Conversion Shares
issuable upon such Conversion to equal the same number of Conversion Shares as would have been issued had the Conversion Price
not been subject to the minimum price set forth in this Section 1.2(b).




    	 	3	 



    	 



    

 





c)                 
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 free trading shares of Common Stock issuable upon conversion
of this Note is not delivered by the Deadline (as defined below) the Borrower shall pay to the Holder $250.00 per day in cash,
for each day beyond the Deadline that the Borrower fails to deliver such Common Stock. Such cash amount shall be paid to Holder
by the fifth day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to the
principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such
additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees
that the right to convert this Note is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate,
or interference with such conversion right are difficult if not impossible to quantify. Accordingly, the parties acknowledge that
the liquidated damages provision contained in this Section are justified.


1.3.              
Authorized Shares. The Borrower covenants that the Borrower will at all times while
this Note is outstanding reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive
rights, to provide for the issuance of Common Stock upon the full conversion or adjustment of this Note. The Borrower is required
at all times to have authorized and reserved four (4) times the number of shares that is actually issuable upon full conversion
or adjustment of this Note (based on the Conversion Price of the Notes in effect from time to time)(the “Reserved Amount”).
Initially, the Company will instruct the Transfer Agent to reserve 3,333,300 shares of common stock in the name of the Holder for
issuance upon conversion hereof. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully
paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which
would change the number of shares of Common Stock into which this Note shall be convertible at the then current Conversion Price,
the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common
Stock authorized and reserved, free from preemptive rights, for conversion of this Note in full. So long as this Note is outstanding
the Borrower shall instruct the Transfer Agent that upon Holder’s request it shall furnish to the Holder the then current
number of common shares issued and outstanding, the then current number of common shares authorized, the then current number of
unrestricted shares, and the then current number of shares reserved for third parties. The Borrower (i) acknowledges that it has
irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and
(ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the
duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with
the terms and conditions of this Note.


If, at any time
the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.


1.4.        
Method of Conversion.


a)                 
Mechanics of Conversion. Subject to Section 1.1, this Note may be converted by the
Holder in whole or in part at any time and from time to time after the Issue Date, by submitting to the Borrower or Borrower’s
transfer agent a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion
Date prior to 11:59 p.m., New York, New York time).




    	 	4	 



    	 



    

 





b)                 
Book Entry upon Conversion. Notwithstanding anything to the contrary set forth herein,
upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this
Note to the Borrower unless the entire unpaid balance of this Note is so converted. The Holder and the Borrower shall maintain
records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably
satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion. In
the event of any dispute or discrepancy, such records of the Borrower shall, prima facie, be controlling
and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as
aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Borrower, whereupon
the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder (upon
payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal
amount of this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions
of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented
by this Note may be less than the amount stated on the face hereof.


c)                 
Payment of Taxes. The Borrower shall not be required to pay any tax which may be payable
in respect of any transfer involved in the issue and delivery of shares of Common Stock or other securities or property on conversion
of this Note in a name other than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver
any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian
in whose street name such shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid
to the Borrower the amount of any such tax or shall have established to the satisfaction of the Borrower that such tax has been
paid.


d)                
Delivery of Common Stock upon Conversion. Upon receipt by the Borrower from the
Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the
requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered
to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within one (1) business day
after such receipt or such an event (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal
amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement. The Holder shall be entitled
to deduct $400.00 from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with
each Notice of Conversion.


e)                 
Obligation of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a duly
and properly executed Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable
upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced
to reflect such conversion or adjustment, and, unless the Borrower defaults on its obligations under this Article I, all rights
with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock
or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion
as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and
unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect
to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay
in the 




    	 	5	 



    	 



    

 


enforcement of any other obligation of
the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged
breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit
such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of
Conversion shall be the Conversion Date so long as the Notice of Conversion is sent by the Holder to the Borrower or Borrower’s
transfer agent before 11:59 p.m., New York, New York time, on such date.


f)                  
Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates
representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company
(“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance
with the provisions contained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer
agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s
Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. In the event that the shares
of the Borrower’s Common Stock are not deliverable via DWAC following the conversion of any amount hereunder, an additional
10% discount will be attributed to the Conversion Price.


g)                 
Failure to Deliver Common Stock Prior to Deadline. 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 or adjustment of this Note is not delivered by the Deadline, the Borrower
shall pay to the Holder $250.00 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common
Stock to the Holder. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has
accrued or, at the option of the Holder, shall be added to the principal amount of this Note, in which event interest shall accrue
thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in
accordance with the terms of this Note. The Borrower agrees that the right to convert and/or receive shares in the event of an
adjustment is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, or interference with
such conversion or adjustment right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated
damages provision contained in this Section 1.4(g) are justified.


h)                 
The Borrower acknowledges that it will take all reasonable steps necessary or appropriate,
including accepting an opinion of counsel to Holder confirming the rights of Holder to sell shares of Common Stock issued to Holder
on conversion or adjustment of the Note pursuant to Rule 144, Section 4(a)(1), or other applicable exemption. So long as the requested
sale may be made pursuant to Rule 144, Section 4(a)(1), or other applicable exemption, the Borrower agrees to accept an opinion
of counsel to the Holder which opinion will be issued at the Borrower’s expense.


i)                   
Charges and Expenses. Issuance of Common Stock to Holder, or any of its assignees,
upon the conversion of this Note shall be made without charge to the Holder for any issuance fee, transfer tax, legal opinion and
related charges, postage/mailing charge or any other expense with respect to the issuance of such Common Stock. Company shall pay
all Transfer Agent fees incurred from the reservation and issuance of the Common Stock to Holder, as well as any and all other
fees and charges required by the Transfer Agent as a condition to effectuate such issuance. That notwithstanding, the Holder
may in the interest of securing issuance and/or delivery of Common Stock before the Deadline, at any time from time to time, in
its sole discretion elect to pay any such fees or charges upfront, and Company agrees that any such fees or charges as noted
in this Section that are paid by the Holder (whether from the Company’s delays, outright refusal to pay, Holder’s
interest in securing issuance and/or delivery of Common Stock before the Deadline, or otherwise), will be at Company’s
expense, and the conversion amount will automatically be reduced by that dollar amount to cover the cost of the fees or charges
as noted in this Section (for the avoidance of doubt, the aforementioned reduction in the conversion amount shall not cause a reduction
in the share amount to be issued to the Holder pursuant to such conversion).  




    	 	6	 



    	 



    

 





1.5.              
Restricted Securities. The shares of Common Stock issuable upon conversion or adjustment
of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under
the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be
in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be
sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or
transferred pursuant to Rule 144, Section 4(a)(1), or other applicable exemption, or (iv) such shares are transferred to an “affiliate”
(as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section
1.5 and who is an Accredited Investor (as defined in the Purchase Agreement). Any legend set forth on any stock certificate evidencing
any Conversion Shares shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer
legend if (i) the Borrower or its transfer agent shall have received an opinion of counsel   form,  substance  and  scope  customary  for
opinions of counsel in  comparable transactions, to the effect that a  public sale or  transfer of
such Common Stock may be made without registration under the Act, which opinion shall be reasonably acceptable to the  Company,
or (ii) in the case of the Common Stock issued or issuable upon conversion of this Note, such security is registered for sale by
the Holder under an effective registration statement filed under the Act or otherwise may be sold pursuant to Rule 144, Section
4(a)(1), or other applicable exemption without any restriction as to the number of securities as of a particular date that can
then be immediately sold.


1.6.              
Effect of Certain Events.


a)                 
Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance
or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or
series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation,
merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower
is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower
shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default
Amount (as defined in Article III) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual,
corporation, limited liability company, partnership, association, trust or other entity or organization.


b)                 
Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued
and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization,
reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same
or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case
of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete
liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note,
upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore
issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction
had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set
forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder
of this Note to the end that the provisions hereof (including, without 




    	 	7	 



    	 



    

 


limitation, provisions for adjustment
of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly
as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall
not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days
prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting
of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares,
recapitalization, reorganization or other similar event or sale of assets (during which time, for clarification, the Holder shall
be entitled to convert this Note) and (b) the resulting successor or acquiring entity assumes by written instrument the obligations
of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share
exchanges.


c)                 
Adjustment Due to Distribution. If the Borrower shall declare or make any distribution
of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of
capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights
to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this
Note shall be entitled, upon any conversion of this Note as of or after (in the event of a stock dividend) the date of record for
determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the
Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares
of Common Stock on the record date for the determination of shareholders entitled to such Distribution. Such assets shall be held
in escrow by the Company pending any such conversion


d)                
Purchase Rights. If, at any time when any Notes are issued and outstanding, the Borrower
issues any convertible securities or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”)
pro rata to the record holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the
terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had
held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on
conversion contained herein) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase
Rights or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant,
issue or sale of such Purchase Rights.


e)                 
Stock Dividends and Stock Splits. If the Company, at any time while this Note is outstanding:
(A) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common
Stock or any securities convertible into or exercisable for Common Stock; (B) subdivides outstanding shares of Common Stock into
a larger number of shares; (C) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller
number of shares; or (D) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock
of the Company, then the Conversion Price (and each sale or bid price used in determining the Conversion Price) shall be subject
to equitable adjustments for such events.


f)                  
 Any adjustment made pursuant to this Section shall become effective immediately after the
record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision, combination or re-classification.




    	 	8	 



    	 



    

 


g)                 
Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the
Conversion Price as a result of the events described in this Section 1.6, the Borrower, at its expense, shall promptly compute
such adjustment or readjustment and prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment
and showing in detail the facts upon which such adjustment or readjustment is based. The Borrower shall, upon the written request
at any time of the Holder, furnish to such Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the
Conversion Price at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities
or property which at the time would be received upon conversion of the Note.


1.7.              
Revocation. If any Conversion Shares are not received by the Deadline, the Holder may
revoke the applicable Conversion pursuant to which such Conversion Shares were issuable. This Note shall remain convertible after
the Maturity Date hereof until this Note is repaid or converted in full.


1.8.              
Prepayment. Notwithstanding anything to
the contrary contained in this Note, subject to the terms of this Section, at any time during the period beginning on the Issue
Date and ending on the date which is one hundred eighty (180) calendar days following the Issue Date (“Prepayment Termination
Date”), Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Holder
of this Note, to prepay up to the outstanding balance on this Note (principal and accrued interest), in full, in accordance with
this Section. 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 fifteen (15) Trading Days from the date of the Optional Prepayment Notice;
and (3) the amount (in dollars) that the Borrower is paying. Notwithstanding Holder’s receipt of the Optional Prepayment
Notice the Holder may convert, or continue to convert the Note in whole or in part until the Optional Prepayment Amount (as defined
herein) is paid to the Holder. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall
make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder
in writing to the Borrower 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 (the “Optional Prepayment
Amount”) equal to the Prepayment Factor (as defined below), multiplied by 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 Optional Prepayment Date plus (y)
Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z)
any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof.  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. After the Prepayment
Termination Date, the Borrower shall have no right to prepay this Note. For purposes hereof, the “Prepayment Factor”
shall equal: one hundred twenty percent (120%) if the Optional Prepayment Date occurs during one (1) through sixty (60) calendar
days following the Issue Date; one hundred thirty percent (130%) if the Optional Prepayment Date occurs sixty-one (61) through
one hundred twenty (120) calendar days following the Issue Date; and one hundred forty percent (140%) if the Optional Prepayment
Date occurs one hundred twenty-one (121) through one hundred eighty (180) calendar days following the Issue Date. 


1.9.              
Reserved




    	 	9	 



    	 



    

 


ARTICLE
II. CERTAIN COVENANTS


2.1.              
Distributions on Capital Stock. So long as the Borrower shall have any obligation under
this Note, the Borrower shall not without the Holder’s written consent (a) pay, declare or set apart for such payment, any
dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends
on shares of Common Stock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any
subsidiary make any other payment or distribution in respect of its capital stock except for distributions pursuant to any shareholders’
rights plan which is approved by a majority of the Borrower’s disinterested directors.


2.2.              
Restriction on Stock Repurchases. So long as the Borrower shall have any obligation
under this Note, the Borrower shall not without the Holder’s written consent redeem, repurchase or otherwise acquire (whether
for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions
any shares of capital stock of the Borrower or any warrants, rights or options to purchase or acquire any such shares.


2.3.              
[INTENTIONALLY OMITTED]


2.4.              
Sale of Assets. So long as the Borrower shall have any obligation under this Note,
the Borrower shall not, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion
of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned on a specified
use of the proceeds of disposition.


2.5.              
Advances and Loans. So long as the Borrower shall have any obligation under this Note,
the Borrower shall not, without the Holder’s written consent, lend money, give credit or make advances to any person, firm,
joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the
Borrower, except loans, credits or advances in existence or committed on the date hereof and which the Borrower has informed Holder
in writing prior to the date hereof.


2.6.              
Charter. So long as the Borrower shall have any obligations under this Note, the Borrower
shall not amend its charter documents, including without limitation its certificate of incorporation and bylaws, in any manner
that materially and adversely affects any rights of the Holder.


2.7.              
Transfer Agent. The Borrower shall not change its transfer agent without the prior
written consent of the Holder. Any replacement of the transfer agent by the Borrower, or resignation by the transfer agent without
a replacement transfer agent consented to by the Holder prior to such replacement taking effect shall constitute an Event of Default
hereunder.


2.8.              
3(a)(10) Transaction. So long as this Note is
outstanding, the Borrower shall not enter into any transaction or arrangement structured in accordance with, based upon, or related
or pursuant to, in whole or in part, either Section 3(a)(l0) of the Securities Act (a “3(a)(l0) Transaction”). In the
event that the Borrower does enter into, or makes any issuance of Common Stock related to a 3(a)(10) Transaction while this Note
is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of this Note, but not less than Fifteen
Thousand Dollars $15,000, will be assessed and will become immediately due and payable to the Holder at its election in the form
of cash payment or addition to the balance of this Note.




    	 	10	 



    	 



    

 


ARTICLE
III. EVENTS OF DEFAULT


Any one or more
of the following events which shall occur and/or be continuing shall constitute an event of default (each, an “Event of Default”):


3.1.              
Failure to Pay Principal or Interest. The Borrower fails to pay the principal
hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise.


3.2.              
Conversion and the Shares. The Borrower fails to reserve the Reserved Amount under
this Note at all times for the Holder, issue shares of Common Stock to the Holder (or announces or threatens in writing that it
will not honor its obligation to do so at any time following the execution hereof or) 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. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall
be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the
Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer
agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty eight (48)
hours of a demand from the Holder.


3.3.              
Breach of Covenants. The Borrower breaches any material covenant or other material
term or condition contained in this Note and any collateral documents including but not limited to the Purchase Agreement and such
breach continues for a period of three (3) days after written notice (via email) thereof to the Borrower from the Holder.


3.4.              
Breach of Representations and Warranties. Any representation or warranty of the Borrower
made herein or in any agreement, statement, certificate, or any other document given in writing pursuant hereto or in connection
herewith (including, without limitation, the Purchase Agreement, and/or the due diligence questionnaire provided by the Borrower
to the Holder on or around the Issue Date), shall be false or misleading in any material respect when made and/ or the breach of
which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note
or the Purchase Agreement.


3.5.              
Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment
for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part
of its property or business, or such a receiver or trustee shall otherwise be appointed.




    	 	11	 



    	 



    

 


3.6.              
Judgments. Any money judgment, writ or similar process shall be entered or filed against
the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $50,000, and shall remain unvacated,
unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably
withheld.


3.7.              
Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other
proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted
by or against the Borrower or any subsidiary of the Borrower.


3.8.              
Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common
Stock on at least one of the OTCQX, OTCQB, OTC Pink or an equivalent replacement marketplace or exchange, NASDAQ, the NYSE or AMEX.


3.9.              
Failure to Comply with the Exchange Act. The Borrower shall fail to comply in any material
respect with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements
of the Exchange Act.


3.10.          
Liquidation.  Any dissolution, liquidation, or winding up of Borrower or
any substantial portion of its business.


3.11.          
Cessation of Operations.  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.


3.12.          
Maintenance of Assets.  The failure by Borrower, during the term of this
Note, 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).


3.13.          
Financial Statement Restatement.  The restatement of any financial statements
filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note
is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statement, have constituted
a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.


3.14.          
Reverse Splits. The Borrower effectuates a reverse split of its Common Stock without
twenty (20) days prior written notice to the Holder.


3.15.          
Replacement of Transfer Agent. 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, a 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 irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the
Borrower.


3.16.          
Cross-Default. Notwithstanding anything to the contrary contained in this Note or the
other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained
in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the
Holder, be considered a default under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no
event required) to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason
of a default under said Other Agreement or hereunder. “Other Agreements” means, collectively, all agreements and
instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the Holder,
including, without limitation, promissory notes; provided, however, the term “Other Agreements” shall not include the
related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other loan transaction
and with all other existing and future debt of Borrower to the Holder. 




    	 	12	 



    	 



    

 


3.17.          
Inside Information. The Borrower or its officers, directors, and/or affiliates attempt
to transmit, convey, disclose, or any actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors,
and/or affiliates of, material non-public information concerning the Borrower, to the Holder or its successors and assigns, which
is not immediately cured by Borrower’s filing of a Form 8-K pursuant to Regulation FD on that same date.


3.18.          
Bid Price. The Borrower shall lose the “bid” price for its Common
Stock ($0.0001 on the “Ask” with zero market makers on the “Bid” per Level 2) and/or a market (including
the OTC Pink, OTCQB or an equivalent replacement exchange).


3.19.          
Delisting or Suspension of Trading of Common Stock. If, at any time on or after the
Issue Date, the Borrower’s Common Stock (i) is suspended from trading, (ii) halted from trading, and/or (iii) fails to be
quoted or listed (as applicable) on any level of the OTC Markets, any tier of the NASDAQ Stock Market, the New York Stock Exchange,
or the NYSE MKT.


3.20.          
Unavailability of Rule 144. If, at any time on or after the date which is six (6) months
after the Issue Date, the Holder is unable to (i) obtain a standard “144 legal opinion letter” from an attorney reasonably
acceptable to the Holder, the Holder’s brokerage firm (and respective clearing firm), and the Borrower’s transfer agent
in order to facilitate the Holder’s conversion of any portion of the Note into free trading shares of the Borrower’s
Common Stock pursuant to Rule 144, and/or (ii) thereupon deposit such shares into the Holder’s brokerage account.


Upon the occurrence
of any Event of Default specified in Article III of the Note, the Note shall become immediately and automatically due and payable
without demand, presentment or notice and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder,
an amount equal to the greater of (i) 200% 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 Repayment Date”) plus (y) Default Interest, if any, on the amounts referred to in
clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Section and 1.4(g) hereof (the then
outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x),
(y) and (z) 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 in accordance with Article I, treating the Trading Day immediately preceding the Mandatory Repayment
Date as the “Conversion Date” for purposes of determining the lowest applicable Conversion Price, unless the Default
Event arises as a result of a 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 Repayment 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 law or in equity. If at any time while
this Note is outstanding the Borrower’s Common Stock trades below $0.001, the principal amount of the Note shall automatically
and without further action increase by twenty-five thousand dollars ($25,000).


The Holder shall have the right at any time
after the occurrence of an Event of Default, to require the Borrower, to immediately issue, in lieu of the Default Amount and/or
Default Sum, the number of shares of Common Stock of the Borrower equal to the Default Amount and/or Default Sum divided by the
Conversion Price then in effect, subject to issuance in tranches due to the beneficial ownership limitations provided in this Note.




    	 	13	 



    	 



    

 





ARTICLE
IV. MISCELLANEOUS


4.1.              
Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in
the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All
rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.


4.2.              
Notices. All notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier
service with charges prepaid, or (iv) transmitted by hand delivery, telegram, email or facsimile, addressed as set forth below
or to such other address as such party shall have specified most recently by written notice. Any notice or other communication
required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile or email,
with accurate confirmation generated by the transmitting facsimile machine or computer, at the address, email or number designated
in the Purchase Agreement (if delivered on a business day during normal business hours where such notice is to be received), or
the first business day following such delivery (if delivered other than on a business day during normal business hours where such
notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.


4.3.              
Amendments. This Note and any provision hereof may only be amended by an instrument
in writing signed by the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this
instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as originally executed,
or if later amended or supplemented, then as so amended or supplemented.


4.4.              
Assignability. This Note shall be binding upon the Borrower and its successors and
assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an
“accredited investor” (as defined in Rule 501(a) of the 1933 Act). Notwithstanding anything in this Note to the contrary,
this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.


4.5.              
Cost of Collection. If default is made in the payment of this Note, the Borrower shall
pay the Holder hereof costs of collection, including reasonable attorneys’ fees.


4.6.              
Governing Law. This Note shall be governed by
and construed in accordance with the laws of the State of Nevada without regard to conflicts of laws principles that would result
in the application of the substantive laws of another jurisdiction.  Any action brought by either party against the other
concerning the transactions contemplated by this Agreement must be brought only in the civil or state courts located in the
State and county of New York or in the federal courts located in the State and county of New York.  Both parties and
the individual signing this Agreement on behalf of the Borrower agree to submit to the jurisdiction of such courts.  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 Note is invalid or unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent 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 unenforceability
of any other provision of this Note. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit
or taking other legal action against the Borrower




    	 	14	 



    	 



    

 


in
any other jurisdiction to collect on the Borrower’s obligations to Holder, to realize on any collateral or any other security
for such obligations, or to enforce a judgment or other decision in favor of the Holder.  This Note shall be deemed
an unconditional obligation of Borrower for the payment of money and, without limitation to any other remedies of Holder, may be
enforced against Borrower by summary proceeding pursuant to New York Civil Procedure Law and Rules Section 3213 or any similar
rule or statute in the jurisdiction where enforcement is sought.  For purposes of such rule or statute, any other document
or agreement to which Holder and Borrower are parties or which Borrower delivered to Holder, which may be convenient or necessary
to determine Holder’s rights hereunder or Borrower’s obligations to Holder are deemed a part of this Note, whether
or not such other document or agreement was delivered together herewith or was executed apart from this Note.


4.7.              
Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an
amount in excess of the outstanding principal amount (or the portion thereof required to be paid at that time) plus accrued and
unpaid interest plus Default Interest on such interest, the Borrower and the Holder agree that the actual damages to the Holder
from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents
stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this
Note and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of
the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages
is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment without the opportunity to
convert this Note into shares of Common Stock.


4.8.              
Disclosure. Upon receipt or delivery by the Company of any
notice in accordance with the terms of this Note, unless the Company has in good faith determined that the matters relating to
such notice do not constitute material, non-public information relating to the Company or any of its Subsidiaries, the Company
shall within one (1) Trading Day after any such receipt or delivery, publicly disclose such material, non-public information on
a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains material, non-public information
relating to the Company or any of its Subsidiaries, the Company so shall indicate to such Holder contemporaneously with delivery
of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating to
such notice do not constitute material, non-public information relating to the Company or its Subsidiaries.


4.9.              
Notice of Corporate Events. Except as otherwise provided below, the Holder of this
Note shall have no rights as a Holder of Common Stock unless and only to the extent that it converts this Note into Common Stock.
The Borrower shall provide the Holder with prior notification of any meeting of the Borrower’s shareholders (and copies of
proxy materials and other information sent to shareholders). In the event of any taking by the Borrower of a record of its shareholders
for the purpose of determining shareholders who are entitled to receive payment of any dividend or other distribution, any right
to subscribe for, purchase or otherwise acquire (including by way of merger, consolidation, reclassification or recapitalization)
any share of any class or any other securities or property, or to receive any other right, or for the purpose of determining shareholders
who are entitled to vote in connection with any proposed sale, lease or conveyance of all or substantially all of the assets of
the Borrower or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder,
at least twenty (20) days prior to the record date specified therein (or thirty (30) days prior to the consummation of the transaction
or event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such dividend, distribution,
right or other event, and a brief statement regarding the amount and character of such dividend, distribution, right or other event
to the extent known at such time. The Borrower shall make a public announcement of any event requiring notification to the Holder
hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of this Section 4.9.




    	 	15	 



    	 



    

 


4.10.          
Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder
will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly,
the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees,
in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled,
in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction
or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof,
without the necessity of showing economic loss and without any bond or other security being required.


4.11.          
Usury. This Note shall be subject to the anti-usury limitations contained in the Purchase
Agreement.


 


 


(Remainder of Page intentionally left
blank)




       IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly
authorized officer as of the Issue Date first set forth above.


 


AB INTERNATIONAL GROUP CORP.


 


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






    	 	16	 



    	 



    







EXHIBIT A





NOTICE OF CONVERSION


 


The undersigned hereby elects to convert principal
under the 10% convertible note of AB International Group Corp., a Nevada corporation (the Company”), into shares of common
stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares
of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes
payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in
accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery
of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does
not exceed the amounts specified under Section 1.1 of this Note, as determined in accordance with Section 13(d) of the Exchange
Act. The undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection
with any transfer of the aforesaid shares of Common Stock pursuant to any prospectus.


 


Conversion calculations:


Issue Date of Note: _______________________________________________


Date to Effect
Conversion: _________________________________________


 


Conversion Price: ________________________________________________


Principal Amount of Note
to be Converted: ___________________________


Less applicable fees under the
Note: _________________________________


Amount of Note to be Converted: ___________________________________


 


Interest Amount to
be Converted: ___________________________________


Less applicable fees
under the Note: _________________________________


Amount of Note to be
Converted: ___________________________________


 


Additional Principal on Account of Conversion


Pursuant to Section
1.2(b) of the Note: _______________________________





Number of shares of Common Stock
to be issued: _______________________


Remaining Principal Balance
of Note: _________________________________


 


Signature: _______________________________________________________





Name: __________________________________________________________





Address for Delivery of
Common Stock Certificates: ____________________


_______________________________________________________________


_______________________________________________________________





 


Or


 


DWAC Instructions:


DTC No: _____________________


Account No ___________________


 



    	 	18