Exhibit 10.1


 





REGISTRATION RIGHTS AGREEMENT


 





REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of January 23, 2018, by and between SHINECO, INC., a
Delaware corporation (the “Company”), and IFG OPPORTUNITY FUND LLC, a Georgia limited liability company (the
“Investor”).


 


WHEREAS:


 


A.       In
connection with a certain COMMON STOCK PURCHASE AGREEMENT entered into by and between the parties hereto of even date herewith
(the “COMMON STOCK PURCHASE AGREEMENT”), the Company has agreed, upon the terms and subject to the conditions
of the COMMON STOCK PURCHASE AGREEMENT, to issue and sell to the Investor up to four million shares (4,000,000) of the Company’s
common stock, par value $0.001 per share (the “Common Stock”), which can be purchased pursuant to the terms
of the COMMON STOCK PURCHASE AGREEMENT. Capitalized terms not defined herein shall have the meaning ascribed to them in the COMMON
STOCK PURCHASE AGREEMENT.


 


B.       To
induce the Investor to execute the COMMON STOCK PURCHASE AGREEMENT, the Company has agreed to provide certain registration rights
under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively,
the “Securities Act”), and applicable state securities laws.


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows:


 


1.       DEFINITIONS.


 


As used in this Agreement,
the following terms shall have the following meanings:


 


a.       “Person”
means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a
governmental or political subdivision thereof or a governmental agency.


 


b.       “Register,”
“registered,” and “registration” refer to a registration effected by preparing and filing
one or more Registration Statements (as defined below) in compliance with the Securities Act and pursuant to Rule 415 under the
Securities Act or any successor rule providing for offering securities on a continuous or delayed basis (“Rule 415”),
and the declaration or ordering of effectiveness of such Registration Statement(s) by the United States Securities and Exchange
Commission (the “SEC”).


 





c.       “Registrable
Securities” means the Purchase Shares that may from time to time be issued or issuable to the Investors, as defined
in the COMMON STOCK PURCHASE AGREEMENT.


 


d.       “Registration
Statement” means a registration statement under the Securities Act which covers the Registrable Securities.


 


2.       REGISTRATION.


 


a.       Mandatory
Registration. The Company shall prepare and file with the SEC a Registration Statement on Form S-3 or on such other form as
is available, no later than 30 calendar days from the date hereof (the “Scheduled Filing Deadline”). The Company
shall cause such Registration Statement to be declared effective by the SEC prior to the first sale
to the Investor of the Company’s Common Stock pursuant to the COMMON STOCK PURCHASE AGREEMENT but in no event later than
two hundred and forty (240) calendar days from the date hereof (the “Scheduled Effective Deadline”). The Company
shall cause the Registration Statement to remain effective until the full completion of the Commitment Period (as such term is
defined in the COMMON STOCK PURCHASE AGREEMENT). The Company shall within two (2) Business Days from the Commencement Date
file with the SEC a prospectus supplement to the Shelf Registration Statement specifically relating to the Registrable
Securities (the “Prospectus Supplement”).  The Buyer and its counsel shall have had a reasonable opportunity
to review and comment upon such Prospectus Supplement prior to its filing with the SEC. The Buyer shall furnish all information
reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable efforts
to keep the Shelf Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales
of all of the Registrable Securities at all times until the earlier of (i) the Company no longer qualifies to make sales
under the Shelf Registration Statement (which shall be understood to include the inability of the Company to immediately register
sales of Registrable Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement (as defined
below) pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which the Company shall have sold all the Registrable
Securities and no Available Amount remains under the Purchase Agreement, or (iii) the date on which the Purchase Agreement is
terminated (the “Registration Period”).


 






     


     


    

 


b.       Sufficient
Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section
2(a) is insufficient to cover all of the Registrable Securities pursuant to the COMMON STOCK PURCHASE AGREEMENT, the Company shall
amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable),
or both, so as to cover all of such Registrable Securities pursuant to the COMMON STOCK PURCHASE AGREEMENT as soon as practicable,
but in any event not later than sixty (60) days after the necessity therefore arises. The Company shall use commercially reasonable
efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing
thereof, until the earlier of (i) the Company no longer qualifies to make sales under the Shelf Registration Statement (which shall
be understood to include the inability of the Company to immediately register sales of Registrable Securities to the Buyer under
the Shelf Registration Statement or any New Registration Statement (as defined below) pursuant to General Instruction I.B.6 of
Form S-3), (ii) the date on which the Company shall have sold all the Registrable Securities and no Available Amount remains under
the Purchase Agreement, or (iii) the date on which the COMMON STOCK PURCHASE AGREEMENT is terminated (the “Registration
Period”).. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall
be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of Registrable Securities
issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.


 


3.       RELATED
OBLIGATIONS.


 


a.       The
Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the end of the Registration
Period, which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall
not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary
to make the statements therein, in light of the circumstances in which they were made, not misleading.


 


b.       The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration
Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule
424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement effective at all times during
the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect to the disposition
of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable
Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof
as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required
to be filed pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the Company’s filing a report
on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), the Company shall have incorporated such report by reference into the Registration Statement, if applicable, or
shall file such amendments or supplements with the SEC on the same day on which the Exchange Act report is filed which created
the requirement for the Company to amend or supplement the Registration Statement.


 


c.       The
Company shall furnish to the Investor without charge, (i) at least one copy of such Registration Statement as declared effective
by the SEC and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference,
all exhibits and each preliminary prospectus, (ii) ten (10) copies of the final prospectus included in such Registration Statement
and all amendments and supplements thereto (or such other number of copies as such Investor may reasonably request) and (iii) such
other documents as such Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable
Securities owned by such Investor.


 


d.       The
Company shall use commercially reasonable efforts to (i) register and qualify the Registrable Securities covered by a Registration
Statement under such other securities or “blue sky” laws of such jurisdictions in the United States as the Investor
reasonably requests, (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and
supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration
Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times
during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition
thereto to (w) make any change to its certificate of incorporation or by-laws, (x) qualify to do business in any jurisdiction where
it would not otherwise be required to qualify but for this Section 3(d), (y) subject itself to general taxation in any such jurisdiction,
or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify the Investor of
the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the
Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or
its receipt of actual notice of the initiation or threat of any proceeding for such purpose.


 






     


     


    

 


e.       The
Company shall use commercially reasonable efforts either to cause all the Registrable Securities covered by a Registration Statement
(i) to be listed on each securities exchange on which securities of the same class or series issued by the Company are then listed,
if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange or to secure the inclusion
for quotation on the OTC Bulletin Board for such Registrable Securities if the Principal Market (as such term is defined in the
COMMON STOCK PURCHASE AGREEMENT) is an automated quotation system. The Company shall pay all fees and expenses in connection with
satisfying its obligation under this Section.


 


f.       The
Company shall cooperate with the Investor to the extent applicable, to facilitate the timely preparation and delivery of certificates
(not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a Registration Statement
and enable such certificates to be in such denominations or amounts, as the case may be, as the Investor may reasonably request
and registered in such names as the Investor may request.


 


g.       The
Company shall use commercially reasonable efforts to cause the Registrable Securities covered by the applicable Registration Statement
to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition
of such Registrable Securities.


 


h.       The
Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC in connection with
any registration hereunder.


 


i.       Within
two (2) business days after a Registration Statement which covers Registrable Securities is ordered effective by the SEC, the Company
shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities
(with copies to the Investor) confirmation that such Registration Statement has been declared effective by the SEC.


 


j.       The
Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable
Securities pursuant to a Registration Statement.


 


4.       OBLIGATIONS
OF THE INVESTOR.


 


a. The Investor
has furnished to the Company in Exhibit A hereto such information regarding itself, the Registrable Securities held by it and the
intended method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable
Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company
shall notify the Investor in writing of any other information the Company reasonably requires from the Buyer in connection with
any Registration Statement hereunder. The Investor will as promptly as practicable notify the Company of any material change in
the information set forth in Exhibit A, other than changes in its ownership of the Common Stock.


 


b. The Investor
agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any
amendments and supplements to any Registration Statement hereunder.


 


5.       EXPENSES
OF REGISTRATION.


 


All reasonable expenses
of the Company, other than sales or brokerage commissions and fees and disbursements of counsel for the Buyer, incurred in connection
with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing
and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company, shall be paid by
the Company.


 






     


     


    

 


6.       INDEMNIFICATION.


 


With respect to Registrable
Securities which are included in a Registration Statement under this Agreement:


 


a.       To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, the directors,
officers, partners, employees, agents, representatives of, and each Person, if any, who controls the Investor within the meaning
of the Securities Act or the Exchange Act (each, an “Indemnified Person”), against any losses, claims, damages,
liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement or expenses,
joint or several (collectively, “Claims”) incurred in investigating, preparing or defending any action, claim,
suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative
or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a
party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions
or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or
alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or in any filing
made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction
in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to
state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue
statement or alleged untrue statement of a material fact contained in any final prospectus (as amended or supplemented, if the
Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any
material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were
made, not misleading; or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other
law, including, without limitation, any state securities law, or any rule or regulation there under relating to the offer or sale
of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being,
collectively, “Violations”). The Company shall reimburse the Investor and each such controlling person promptly
as such expenses are incurred and are due and payable, for any legal fees or disbursements or other reasonable expenses incurred
by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein,
the indemnification agreement contained in this Section 6(a): (x) shall not apply to a Claim by an Indemnified Person arising out
of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company
by such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment
thereof or supplement thereto; (y) shall not be available to the extent such Claim is based on a failure of the Investor to deliver
or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company
pursuant to Section 3(e); and (z) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without
the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of the Indemnified Person.


 


b.       In
connection with a Registration Statement, the Investor agrees to indemnify, hold harmless and defend, to the same extent and in
the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers who signs the Registration
Statement and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each
an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject, under
the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or is based upon any
Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with
written information furnished to the Company by the Investor expressly for use in connection with such Registration Statement;
and, subject to Section 6(d), the Investor will reimburse any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b)
and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim
if such settlement is effected without the prior written consent of the Investor, which consent shall not be unreasonably withheld;
provided, further, however, that the Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified
Damages as does not exceed the net proceeds to the Investor as a result of the sale of Registrable Securities pursuant to such
Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf
of such Indemnified Party. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in
this Section 6(b) with respect to any prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement
or omission of material fact contained in the prospectus was corrected and such new prospectus was delivered to the Investor prior
to the Investor’s use of the prospectus to which the Claim relates.


 






     


     


    

 


c.       Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or
proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall,
if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party
a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense
thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the
case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel
with the fees and expenses of not more than one counsel for such Indemnified Person or Indemnified Party to be paid by the indemnifying
party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified
Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between
such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Indemnified
Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of
any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available
to the Indemnified Party or Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified
Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect
thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior
written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent.
No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person, consent to entry
of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such
claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights
of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter
for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time
of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or
Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend
such action.


 


d.       The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.


 


e.       The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party
or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to the law.


 


7.       CONTRIBUTION.


 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however,
that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation;
and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received
by such seller from the sale of such Registrable Securities.


 


8.       REPORTS
UNDER THE EXCHANGE ACT.


 


With a view to making
available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the
SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule
144”) the Company agrees to:


 


a.       make
and keep public information available, as those terms are understood and defined in Rule 144;


 


b.       file
with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange
Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s
obligations under Section 6.3 of the COMMON STOCK PURCHASE AGREEMENT) and the filing of such reports and other documents is required
for the applicable provisions of Rule 144; and


 






     


     


    

 


c.       furnish
to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company
that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most
recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other
information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration.


 


9.       AMENDMENT
OF REGISTRATION RIGHTS.


 


Provisions of this
Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively
or prospectively), only by a written agreement between the Company and the Investor. Any amendment or waiver effected in accordance
with this Section 9 shall be binding upon the Investor and the Company. No consideration shall be offered or paid to any Person
to amend or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration also is
offered to all of the parties to this Agreement.


 


10.       MISCELLANEOUS.


 


a.       A
Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable
Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the
same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered
owner of such Registrable Securities.


 


b.       Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); or (iii) one business day after deposit with a nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:


 






     


     


    

 


	If to the Company, to:	
        SHINECO, INC.

        2nd Floor, Wanyuan Business Center

        10 N Hongda Road

        Daxing District, Beijing

        People’s Republic of China

        Telephone:   (+86) 10-87227366

        Facsimile:                                         

        Attention: Yuying Zhang, CEO

        Email:

	 	 
	With a copy to:	
        Ying Li, Esq.

        Hunter Taubman Fischer & Li, LLC

        1450 Broadway, Floor 26

        New York, NY 10018

        Tel: (212) 530-2210

        Facsimile: (212) 202-6380 

	 	 
	If to the Investor, to:	
        IFG Opportunity Fund LLC

        6151 Lake Osprey Dr. Ste 300

        Sarasota, Florida 34240

        Telephone: 941-227-4102

        Facsimile:                                         

        Attention: Anthony Gentile

        Email: tgentile@useifg.com

	 	 
	If to the Transfer Agent:	
        Island Stock Transfer, L.L.C.

        15500 Roosevelt Blvd, Suite 301

        Clearwater, FL 33760

        Telephone: 727-289-0010

        Facsimile: 727.289.0069

        Attention:                                         

        Email: info@islandstocktransfer.com 



 


Any party may change its address by providing
written notice to the other parties hereto at least five days prior to the effectiveness of such change. Written confirmation of
receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated
by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of
such transmission or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal service, receipt
by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above,
respectively.


 


c.       Failure
of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof.


 


d.       The
corporate laws of the State of California shall govern all issues concerning the relative rights of the Company and the Investor.
All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by
the internal laws of the State of California, without giving effect to any choice of law or conflict of law provision or rule (whether
of the State of or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State
of California. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the Courts of the State of California
and the Federal District Courts for the State of California, for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit,
action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each
party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable
in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this
Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY
DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 






     


     


    

 


e.       This
Agreement and the COMMON STOCK PURCHASE AGREEMENT constitute the entire agreement among the parties hereto with respect to the
subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein and therein. This Agreement and the COMMON STOCK PURCHASE AGREEMENT supersede all prior agreements and understandings
among the parties hereto with respect to the subject matter hereof and thereof.


 


g.. To the fullest
extent permitted by law, neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned,
in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other party.
Any purported assignment without such consent shall be void. This Agreement shall inure to the benefit of and be binding upon the
permitted successors and assigns of each of the parties hereto.


 


h.       The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


i.       This
Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission
of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


j.       Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


k.       The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules
of strict construction will be applied against any party.


 


l.       This
Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for
the benefit of, nor may any provision hereof be enforced by, any other Person.





 


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


 


	 	
        SHINECO, INC.

	 	 
	 	 
	 	By: /s/ Yuying Zhuang
	 	Name:Yuying Zhuang
	 	Title:CEO
	 	 
	 	 
	 	IFG OPPORTUNITY FUND LLC
	 	 
	 	 
	 	By: /s/ Anthony Gentile
	 	Name:Anthony Gentile
	 	Title:Managing Member


 




     


     


    

 


Exhibit A


 


Information About The Investor Furnished
To The Company By The Investor


Expressly For Use In Connection With
The Registration Statement and Prospectus 





 


Anthony Gentile is the sole Managing Member
of IFG Opportunity Fund LLC (“IFG Fund”).