Subscription
Agreement


 


This
Subscription Agreement (this “Agreement”) is made and entered into as of January 23, 2017 by and between
RITO GROUP CORP., a Nevada corporation (the “Company”) and the undersigned (the “Purchaser”).
The Purchaser, together with the Company shall be referred to as the “Parties”.


 


WHEREAS,
the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company [number of shares]
of common stock, par value $0.0001 per share of the Company (“Common Stock”) pursuant to an exemption from registration
under Section 4(a)(2), Regulation D, and/or Regulation S under the Securities Act of 1933, as amended (the “1933 Act”)
or other applicable exemptions on the terms and conditions set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:


 


	 	1.	Securities
    Sale and Purchase. The Company shall issue and sell to the Purchaser and the Purchaser agrees to purchase from the Company
    [number of shares] of Common Stock of the Company (the “Shares” or the “Securities”)
    at a price of $1.50 per share for a total amount of US$ [total subscription amount] (the “Purchase Price”)
    pursuant to an exemption from registration provided by Section 4(a)(2), Regulation D, and/or Regulation S promulgated under
    the 1933 Act or other applicable exemption. 
	 	 	 
	 	2.	Closing.
    At the closing, the Company will deliver to the Purchaser the Shares and the Purchase Price shall be paid by the Purchaser
    via wire transfer of immediately available funds to an account designated by the Company. The closing shall be held on such
    date as the parties may agree upon (the “Closing” and the “Closing Date”) at the offices of Rito Group
    Corp., Room 19, 1/F, Block B, Hong Kong Industrial Centre, 489 Castle Peak Road, Lai Chi Kok, Hong Kong at 10:00 a.m., or
    at such other location or by such other means upon which the parties may agree; provided, that all of the conditions set forth
    in Section 2 hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith. 
	 	 	 
	 	3.	Representations,
    Warranties and Covenants of the Company. The Company represents and warrants to the Purchaser, as of the date hereof,
    as follows:


 


	 	(a)	Organization
    and Standing. The Company is a duly organized corporation, validly existing and in good standing under the laws of the
    State of Nevada, has full power to carry on its business as and where such business is now being conducted and to own, lease
    and operate the properties and assets now owned or operated by it and is duly qualified to do business and is in good standing
    in each jurisdiction where the conduct of its business or the ownership of its properties requires such qualification.


 




    	 



    	 



    

 


	 	(b)	Authorization
    and Power. The execution, delivery and performance of this Agreement and the consummation of the transaction contemplated
    hereby have been duly authorized by the Board of Directors of the Company. The Agreement has been (or upon delivery will be)
    duly executed by the Company is or, when delivered in accordance with the terms hereof, will constitute, assuming due authorization,
    execution and delivery by each of the parties thereto, the valid and binding obligation of the Company enforceable against
    the Company in accordance with its terms.
	 	 	 
	 	(c)	No
    Conflict. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated
    hereby do not (i) violate or conflict with the Company’s Certificate of Incorporation, By-laws or other organizational
    documents, (ii) conflict with or result (with the lapse of time or giving of notice or both) in a material breach or default
    under any material agreement or instrument to which the Company is a party or by which the Company is otherwise bound, or
    (iii) violate any order, judgment, law, statute, rule or regulation applicable to the Company, except where such violation,
    conflict or breach would not have a Material Adverse Effect on the Company. This Agreement when executed by the Company will
    be a legal, valid and binding obligation of the Company enforceable in accordance with its terms (except as may be limited
    by bankruptcy, insolvency, reorganization, moratorium and similar laws and equitable principles relating to or limiting creditors’
    rights generally).
	 	 	 
	 	(d)	Authorization.
    Issuance of the Shares to Purchasers has been duly authorized by all necessary corporate actions of the Company.
	 	 	 
	 	(e)	Issuances.
    The Shares to be issued hereunder will be validly issued, fully paid and nonassessable.
	 	 	 
	 	(f)	Litigation
    and Other Proceedings. There are no actions, suits, proceedings or investigations pending or, to the knowledge of the
    Company, threatened against the Company at law or in equity before or by any court or Federal, state, municipal or their governmental
    department, commission, board, bureau, agency or instrumentality, domestic or foreign which could materially adversely affect
    the Company. The Company is not subject to any continuing order, writ, injunction or decree of any court or agency against
    it which would have a material adverse effect on the Company.
	 	 	 
	 	(g)	Use
    of Proceeds. The proceeds of this Offering and sale of the Shares, net of payment of placement expenses, will be used
    by the Company for working capital and other general corporate purposes. 
	 	 	 
	 	(h)	Consents/Approvals.
    No consents, filings (other than Federal and state securities filings relating to the issuance of the Shares pursuant
    to applicable exemptions from registration, which the Company hereby undertakes to make in a timely fashion), authorizations
    or other actions of any governmental authority are required to be obtained or made by the Company for the Company’s
    execution, delivery and performance of this Agreement which have not already been obtained or made or will be made in a timely
    manner following the Closing. 


 




    	 



    	 



    

 


	 	(i)	No
    Commissions. The Company has not incurred any obligation for any finder’s, broker’s or agent’s fees
    or commissions in connection with the transaction contemplated hereby. 
	 	 	 
	 	(j)	Disclosure.
    No representation or warranty by the Company in this Agreement, the Agreement, nor in any certificate, Schedule or Exhibit
    delivered or to be delivered pursuant to this Agreement: contains or will contain any untrue statement of material fact or
    omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. To
    the knowledge of the Company and its subsidiaries at the time of the execution of this Agreement, there is no information
    concerning the Company and its subsidiaries or their respective businesses which has not heretofore been disclosed to the
    Purchasers that would have a Material Adverse Effect.
	 	 	 
	 	(k)	Compliance
    with Laws. The business of the Company and its subsidiaries has been and is presently being conducted so as to comply
    with all applicable material federal, state and local governmental laws, rules, regulations and ordinances.


 


	 	4.	Purchaser
    Representations, Warranties and Agreements. The Purchaser hereby acknowledges, represents and warrants as follows:


 


	 	(a)	Organization;
    Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction
    of its organization with the requisite corporate or partnership power and authority to enter into and to consummate the transactions
    contemplated by the applicable Documents and otherwise to carry out its obligations thereunder. The execution, delivery and
    performance by such Purchaser of the transactions contemplated by this Agreement has been duly authorized by all necessary
    corporate or, if such Purchaser is not a corporation, such partnership, limited liability company or other applicable like
    action, on the part of such Purchaser. Each of this Agreement and other Documents has been duly executed by such Purchaser,
    and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation
    of such Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable
    bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement
    of, creditors’ rights and remedies or by other equitable principles of general application.
	 	 	 
	 	(b)	Investment
    Intent. Such Purchaser is acquiring the Shares as principal for its own account for investment purposes only and not with
    a view to or for distributing or reselling such Shares or any part thereof, without prejudice, however, to such Purchaser’s
    right at all times to sell or otherwise dispose of all or any part of such Shares in compliance with applicable federal and
    state securities laws. Subject to the immediately preceding sentence, nothing contained herein shall be deemed a representation
    or warranty by such Purchaser to hold the Shares for any period of time. Such Purchaser is acquiring the Shares hereunder
    in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly,
    with any Person to distribute any of the Shares.


 




    	 



    	 



    

 


	 	(c)	Purchaser
    Status. 


 


	 	(i)	The
    Purchaser agrees and acknowledges that it was not, a “U.S. Person” (as defined below) at the time the Purchaser
    was offered the Shares and as of the date hereof:


 


	 	(A)	Any
    natural person resident in the United States;
	 	 	 
	 	(B)	Any
    partnership or corporation organized or incorporated under the laws of the United States;
	 	 	 
	 	(C)	Any
    estate of which any executor or administrator is a U.S. person;
	 	 	 
	 	(D)	Any
    trust of which any trustee is a U.S. person;
	 	 	 
	 	(E)	Any
    agency or branch of a foreign entity located in the United States;
	 	 	 
	 	(F)	Any
    non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit
    or account of a U.S. person;
	 	 	 
	 	(G)	Any
    discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated,
    or (if an individual) resident of the United States; and
	 	 	 
	 	(H)	Any
    partnership or corporation if (i) organized or incorporated under the laws of any foreign jurisdiction and (ii) formed by
    a U.S. person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized
    or incorporated, and owned, by accredited Purchasers (as defined in Rule 501(a) of Regulation D promulgated under the 1933
    Act) who are not natural persons, estates or trusts.


 




    	 



    	 



    

 


“United
States” or “U.S.” means the United States of America, its territories and possessions, any State
of the United States, and the District of Columbia.


 


	 	(ii)	The
    Purchaser understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public
    offering of the Shares in any country or jurisdiction where action for that purpose is required. 
	 	 	 
	 	(iii)	The
    Purchaser (i) as of the execution date of this Agreement is not located within the United States, and (ii) is not purchasing
    the Shares for the account or benefit of any U.S. Person, except in accordance with one or more available exemptions from
    the registration requirements of the 1933 Act or in a transaction not subject thereto.
	 	 	 
	 	(iv)	The
    Purchaser will not resell the Shares except in accordance with the provisions of Regulation S (Rule 901 through 905 and Preliminary
    Notes thereto), pursuant to a registration statement under the 1933 Act, or pursuant to an available exemption from registration;
    and agrees not to engage in hedging transactions with regard to such securities unless in compliance with the 1933 Act.
	 	 	 
	 	(v)	The
    Purchaser will not engage in hedging transactions with regard to shares of the Company prior to the expiration of the distribution
    compliance period specified in Category 2 or 3 (paragraph (b)(2) or (b)(3)) in Rule 903 of Regulation S, as applicable, unless
    in compliance with the 1933 Act; and as applicable, shall include statements to the effect that the securities have not been
    registered under the 1933 Act and may not be offered or sold in the United States or to U.S. persons (other than distributors)
    unless the securities are registered under the 1933 Act, or an exemption from the registration requirements of the 1933 Act
    is available. 
	 	 	 
	 	(vi)	No
    form of “directed selling efforts” (as defined in Rule 902 of Regulation S under the 1933 Act), general solicitation
    or general advertising in violation of the 1933 Act has been or will be used nor will any offers by means of any directed
    selling efforts in the United States be made by the Purchaser or any of their representatives in connection with the offer
    and sale of the Purchased Shares.


 


	 	(d)	General
    Solicitation. Such Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication
    regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented
    at any seminar or any other general solicitation or general advertisement.


 




    	 



    	 



    

 


	 	(e)	Access
    to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the
    opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company
    concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii)
    access to information about the Company and the Subsidiaries and their respective financial condition, results of operations,
    business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity
    to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that
    is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other
    investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect
    such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s
    representations and warranties contained in the Transaction Documents.
	 	 	 
	 	(f)	Independent
    Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Shares pursuant
    to the Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business
    and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company
    or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons
    has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction
    Documents.


 


	 	5.	Miscellaneous


 


	 	(a)	Confidentiality.
    The Purchaser covenants and agrees that it will keep confidential and will not disclose or divulge any confidential or
    proprietary information that such Purchaser may obtain from the Company pursuant to financial statements, reports, and other
    materials submitted by the Company to such Purchaser in connection with this offering or as a result of discussions with or
    inquiry made to the Company, unless such information is known, or until such information becomes known, to the public through
    no action by the Purchaser; provided, however, that a Purchaser may disclose such information (i) to its attorneys, accountants,
    consultants, and other professionals to the extent necessary in connection with his or her investment in the Company so long
    as any such professional to whom such information is disclosed is made aware of the Purchaser’s obligations hereunder
    and such professional agrees to be likewise bound as though such professional were a party hereto, (ii) if such information
    becomes generally available to the public through no fault of the Purchaser, or (iii) if such disclosure is required by applicable
    law or judicial order.
	 	 	 
	 	(b)	Successors.
    The covenants, representations and warranties contained in this Agreement shall be binding on the Purchaser’s and
    the Company’s heirs and legal representatives and shall inure to the benefit of the respective successors and assigns
    of the Company. The rights and obligations of this Subscription Agreement may not be assigned by any party without the prior
    written consent of the other party.


 




    	 



    	 



    

 


	 	(c)	Counterparts.
    This Agreement may be executed in counterparts, each of which shall be deemed an original agreement, but all of which
    together shall constitute one and the same instrument. 
	 	 	 
	 	(d)	Execution
    by Facsimile. Execution and delivery of this Agreement by facsimile transmission (including the delivery of documents
    in Adobe PDF format) shall constitute execution and delivery of this Agreement for all purposes, with the same force and effect
    as execution and delivery of an original manually signed copy hereof.
	 	 	 
	 	(e)	Governing
    Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada
    applicable to contracts to be wholly performed within such state and without regard to conflicts of laws provisions. Any legal
    action or proceeding arising out of or relating to this Subscription Agreement and/or the Offering Documents may be instituted
    in the courts of the State of Nevada sitting in Nevada, and the parties hereto irrevocably submit to the jurisdiction of each
    such court in any action or proceeding. Purchaser hereby irrevocably waives and agrees not to assert, by way of motion, as
    a defense, or otherwise, in every suit, action or other proceeding arising out of or based on this Subscription Agreement
    and/or the Offering Documents and brought in any such court, any claim that Purchaser is not subject personally to the jurisdiction
    of the above named courts, that Purchaser’s property is exempt or immune from attachment or execution, that the suit,
    action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.
	 	 	 
	 	(f)	Notices.
    All notices, requests, demands, claims and other communications hereunder shall be in writing and shall be delivered by
    certified or registered mail (first class postage pre-paid), guaranteed overnight delivery, or facsimile transmission if such
    transmission is confirmed by delivery by certified or registered mail (first class postage pre-paid) or guaranteed overnight
    delivery, to the following addresses and facsimile numbers (or to such other addresses or facsimile numbers which such party
    shall subsequently designate in writing to the other party):


 


	 	(i)	if
    to the Company:
	 	 	 
	 	 	Rito
    Group Corp.
	 	 	Attn:
    Choi Tak Yin Addy
	 	 	Room
    6C, 4/F, Block C
	 	 	Hong
    Kong Industrial Centre, 
	 	 	489-491
    Castle Peak Road, 
	 	 	Lai
    Chi Kok, Hong Kong
	 	 	 
	 	(ii)	if
    to the Purchasers: 
	  	 	 
	 	 	To
    the addresses set forth on the signature pages.


 




    	 



    	 



    

 


	 	(g)	Entire
    Agreement. This Agreement (including the Exhibits attached hereto) and other Transaction Documents delivered at the Closing
    pursuant hereto, contain the entire understanding of the parties in respect of its subject matter and supersede all prior
    agreements and understandings between or among the parties with respect to such subject matter. The Exhibits constitute a
    part hereof as though set forth in full above.
	 	 	 
	 	(h)	Amendment;
    Waiver. This Agreement may not be modified, amended, supplemented, canceled or discharged, except by written instrument
    executed by the Company and the Purchasers of not less than a majority of the principal amount of the subscription. No failure
    to exercise, and no delay in exercising, any right, power or privilege under this Agreement shall operate as a waiver, nor
    shall any single or partial exercise of any right, power or privilege hereunder preclude the exercise of any other right,
    power or privilege. No waiver of any breach of any provision shall be deemed to be a waiver of any proceeding or succeeding
    breach of the same or any other provision, nor shall any waiver be implied from any course of dealing between the parties.
    No extension of time for performance of any obligations or other acts hereunder or under any other agreement shall be deemed
    to be an extension of the time for performance of any other obligations or any other acts. The rights and remedies of the
    parties under this Agreement are in addition to all other rights and remedies, at law or equity, that they may have against
    each other.
	 	 	 
	 	(i)	Severability.
    If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability
    of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties
    will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefore, and upon so agreeing,
    shall incorporate such substitute provision in this Agreement.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


 


	COMPANY:	Rito
    Group Corp.
	 	 
	 	By:	/s/
    CHOI TAK YIN ADDY
	 	Name:	Choi
    Tak Yin Addy
	 	Title:	Director,
    CEO


 


	PURCHASER:	 
	 	Name:
    [Name of Investor]
	 	 
	 	Purchase
    Price: $[Total subscription amount]
	 	Number
    of Shares: [Number of Shares]
	 	 
	 	Address:
    [Address of Investor]
	 	 
	 	Telephone
    & Email:
	 	[Telephone
    & Email of Investor]