Exhibit 10.1


 


SECURITIES PURCHASE AGREEMENT


 


This SECURITIES PURCHASE AGREEMENT
(this “Agreement”) is made as of this 25th day of May, 2022 by and between ReTo Eco-Solutions, Inc., a British Virgin
Islands business company (the “Company”), having its principal place of business at c/o Beijing REIT Technology Development
Co., Ltd., Building X-702, Runfengdeshangyuan, 60 Anli Road, Chaoyang District, Beijing, People’s Republic of China 100101, and
the person or entity listed on the signature page hereto under the heading “Purchaser” (the “Purchaser”).


 


WHEREAS, the Company desires to issue and
sell to the Purchaser, and the Purchaser desires to purchase from the Company, common shares (the “Shares”), par value
US$0.001 per share, of the Company, subject to the terms, conditions and restrictions set forth herein; and


 


WHEREAS, the offer and sale of the Shares
by the Company (the “Offering”) as set forth herein is being made in reliance upon the provisions of Regulation S (“Regulation
S”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as
amended (the “Securities Act”).


 


NOW, THEREFORE, for and in consideration
of the premises and the mutual covenants hereinafter set forth, the Company and the Purchaser do hereby agree as follows:


 


 1.
Purchase and Sale


 


1.1  Purchase and Issuance
of the Shares. The Purchaser is hereby subscribing for and purchasing the number of Shares indicated on the signature page
hereto by the caption “Number of Shares Subscribed for” (the “Purchaser’s Shares”), which Purchaser’s
Shares will be issued solely to the Purchaser.  The Purchaser understands and acknowledges that the purchase price to be remitted
to the Company in exchange for the Purchaser’s Shares shall be US$0.60 per share, for an aggregate purchase price as set forth on
the signature page hereto (the “Purchase Price”). The Purchaser’s delivery of this Agreement to the Company or
its legal counsel shall be accompanied by payment for the Purchaser’s Shares subscribed for and purchased hereunder, payable in
United States dollars or other legal currencies acceptable to the Company, by check or wire transfer to an account maintained by the Company
and provided in writing to the Purchaser.


 


1.2  Closing. The
closing of the Purchaser’s purchase of the Purchaser’s Shares (the “Closing”) shall take place at the offices
of Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, NY 10105, or such other place as determined by the Company
(including remotely via deliver of electronic documents). The Closing shall take place on or after the date the Purchase Price for the
Shares (represented by cleared funds in the case of checks delivered) has been received by the Company in its designated account, and
assuming the satisfaction of the conditions set forth in Section 1.3 below. Following the Closing, copies of the signed Agreement, as
well as a stock certificate or book entry statement for the Purchaser’s Shares, shall be delivered to the Purchaser’s address
set forth on the signature page hereto.


 


1.3   Closing
Conditions. The Company’s right to sell the Purchaser’s Shares to each Purchaser
is conditioned upon satisfaction of the following conditions precedent on or before the date of the Closing (any or all of which may be
waived by the Company and the Purchaser in his, her or its sole discretion):


 


(i)   On
the date of the Closing, no legal, administrative or regulatory action, suit or proceeding shall be pending which seeks to restrain or
prohibit the transactions contemplated by this Agreement.


 


(ii)   The
board of directors of the Company shall have approved the issuance of the Purchaser’s Shares pursuant to this Agreement in accordance
with the applicable laws of the British Virgin Islands.


 


(iii)   The
representations and warranties of Purchaser contained in this Agreement shall have been true and correct on the date of this Agreement
and shall be true and correct as of the Closing. 


 






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2.   
Representations and Warranties of the Purchaser


 


The Purchaser represents and warrants to the Company
that:


 


2.1  Purchaser. The
information concerning the Purchaser provided by the Purchaser to the Company (including the information regarding the Purchaser set forth
on the signature page hereto and in the Investor Suitability Questionnaire) is true, complete and accurate in all respects. The
Purchaser has provided to the Company a true, complete and accurate copy of his, her or its PRC passport, identification card or other
valid photo identification.


 


2.2  Intent. The
Purchaser is purchasing the Purchaser’s Shares solely for investment purposes, for the Purchaser’s own account and not for
the account or benefit of any U.S. Person (as defined below) or any other person or entity (whether located in the PRC or elsewhere),
and not with a view towards the distribution or dissemination thereof. The Purchaser has no present arrangement to sell or
otherwise transfer or dispose of the Purchaser’s Shares to or through any person or entity. The Purchaser understands
that the Purchaser’s Shares must be held indefinitely unless such Purchaser’s Shares are resold in accordance with the provisions
of Regulation S, are subsequently registered under the Securities Act or an exemption from registration is available.   


 


2.3  No Obligation to Register
Shares. The Purchaser understands that the Company is under no obligation to register the Purchaser’s Shares under
the Securities Act, or to assist the Purchaser in complying with the Securities Act or the securities laws of any state of the United
States or of any foreign jurisdiction other than as expressly provided herein.


 


2.4  Investment Experience. The
Purchaser, or the Purchaser’s professional advisors, have such knowledge and experience in finance, securities, taxation, investments
and other business matters so as to evaluate investments of the kind described in this Agreement. By reason of the business
and financial experience of the Purchaser or his or her professional advisors (who are not affiliated with or compensated in any way by
the Company or any of its affiliates or selling agents), the Purchaser can protect his or her own interests in connection with the transactions
described in this Agreement. The Purchaser is able to afford the loss of his, her or its entire investment in the Purchaser’s
Shares.


 


2.5  Independent Investigation. The
Purchaser, in making the decision to purchase the Purchaser’s Shares, has relied upon an independent investigation of the Company
and has not relied upon any information or representations made by any third parties, or upon any oral or written representations or assurances
from the Company, its officers, directors or employees or any other representatives or agents of the Company, other than as set forth
in this Agreement and the exhibits and schedules attached hereto. The Purchaser is familiar with the business, operations and
financial condition of the Company and has had an opportunity to ask questions of, and receive answers from, the Company’s officers
and directors concerning the Company and the terms and conditions of the offering of the Shares and has had full access to such other
information concerning the Company as the Purchaser has requested.


 






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2.6  Authority. This
Agreement has been validly authorized, executed and delivered by the Purchaser and is a valid and binding agreement enforceable in accordance
with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’
rights generally. The execution, delivery and performance of this Agreement by the Purchaser does not and will not conflict with, violate
or cause a breach of any agreement, contract or instrument to which the Purchaser is a party. In case the Purchaser is an entity,
it was not formed for the specific purpose of acquiring the Purchaser’s Shares, is a company incorporated, duly organized, validly
existing and in good standing under the laws of the jurisdiction where it is incorporated. Entering into this Agreement and the transactions
contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to, or the charter
or other organizational documents, bylaws or other governing documents of, the Purchaser or of any agreement, written or oral, to which
the Purchaser may be a party or by which the Purchaser is or may be bound.


 


2.7  Not a Broker-Dealer. The
Purchaser is neither a registered representative under the Financial Industry Regulatory Authority (“FINRA”), a member
of FINRA or associated or Affiliated (as defined below) with any member of FINRA, nor a broker-dealer registered with the SEC under the
Exchange Act of 1934, as amended (the “Exchange Act”) or engaged in a business that would require it to be so registered,
nor is it an Affiliate of a broker-dealer or any Person engaged in a business that would require it to be registered as a broker-dealer. In
the event such Purchaser is a member of FINRA, or associated or Affiliated with a member of FINRA, such Purchaser agrees, if requested
by FINRA, to sign a lock-up, the form of which shall be satisfactory to FINRA with respect to the Purchaser’s Shares. As used herein,
“Affiliate” means, with respect to any specified Person: (i) if such Person is an individual, the spouse of that Person
and, if deceased or disabled, his heirs, executors, or legal representatives, if applicable, or any trusts for the benefit of such individual
or such individual’s spouse and/or lineal descendants, or (ii) another Person that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, the Person specified. As used in this definition, “control” shall
mean the possession, directly or indirectly, of the power to cause the direction of the management and policies of a Person, whether through
the ownership of voting securities or by contract or other written instrument. “Person” shall mean an individual, entity,
corporation, partnership, association, limited liability company, limited liability partnership, joint-stock company, trust or unincorporated
organization.   


 


2.8  Not an Underwriter. The
Purchaser is not an underwriter of the Purchaser’s Shares, nor is it an Affiliate of an underwriter of the Purchaser’s Shares.


 


2.9  No Advice from Company. The
Purchaser acknowledges that he, she or it has received, and fully and carefully reviewed and understands, copies of the SEC filings of
the Company, either in hard copy or electronically through the SEC’s EDGAR system at http://www.sec.gov. The Purchaser also acknowledges
that he, she or it has had the opportunity to review this Agreement, the exhibits hereto and the transactions contemplated by this Agreement
with the Purchaser’s own legal counsel and investment and tax advisors. Except for any statements or representations
of the Company made in this Agreement, the Purchaser is relying solely on such counsel and advisors and not on any statements or representations
of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions
contemplated by this Agreement or the securities laws of any jurisdiction. The Purchaser has consulted, to the extent deemed appropriate
by the Purchaser, with the Purchaser’s own advisers as to the financial, tax, legal and related matters concerning an investment
in the Purchaser’s Shares and on that basis believes that investing in the Purchaser’s Shares is suitable and appropriate
for the Purchaser.


 






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2.10
Regulation S Exemption. The Purchaser understands that the Purchaser’s Shares are being offered and sold to him,
her or it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation
S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions
and the suitability of the Purchaser to acquire the Purchaser’s Shares. In this regard, the Purchaser represents, warrants
and agrees that:


 


(i) The
Purchaser is not a U.S. Person and is not an Affiliate of the Company and is not acquiring the Purchaser’s Shares for the account
or benefit of a U.S. Person. A “U.S. Person” means any one of the following:


 


(A) any
natural person resident in the United States of America;


 


(B) any
partnership or corporation organized or incorporated under the laws of the United States of America;


 


(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 of America;


 


(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 in the United States of America; and


 


(H) any
partnership, company, corporation or other entity if:


 


(1) organized
or incorporated under the laws of any foreign jurisdiction; and


 


(2) formed
by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized
or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural
persons, estates or trusts.


 


(ii) At
the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, the Purchaser
was outside of the United States.


 






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(iii) The Purchaser is not acquiring the
Shares as a result of, and will not himself engage in, any “directed selling efforts” (as defined in Rule 902(c) of the SEC
under the Securities Act) in the United States in respect of the Shares which would include any activities undertaken for the purpose
of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares;
provided, however, that the Purchaser may sell or otherwise dispose of the Shares under an exemption from the registration requirements
of the Securities Act. “Directed selling efforts” means any activity undertaken for the purpose of, or that could reasonably
be expected to have the effect of, conditioning the market in the United States for any of the Shares being offered in reliance on this
Regulation S. Such activity includes placing an advertisement in a publication “with a general circulation in the United States”
that refers to the offering of securities being made in reliance upon this Regulation S.


 


(iv) The
Purchaser will not, during the period commencing on the date of issuance of the Purchaser’s Shares and ending on the six-month anniversary
of such date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted
Period”), offer, sell, pledge or otherwise transfer the Purchaser’s Shares in the United States, or to a U.S. Person for
the account or for the benefit of a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S.


 


(v) The
Purchaser will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Purchaser’s Shares only
pursuant to registration under the Securities Act or an available exemption therefrom and in accordance with all applicable state and
foreign securities laws.


 


(vi) The
Purchaser was not in the United States engaged in, and prior to the expiration of the Restricted Period will not engage in, any short
selling of or any hedging transaction with respect to the Purchaser’s Shares, including without limitation, any put, call or other
option transaction, option writing or equity swap.


 


(vii) Neither
the Purchaser nor any person acting on his, her or its behalf has engaged, nor will engage, in any directed selling efforts to a U.S.
Person with respect to the Purchaser’s Shares and the Purchaser and any person acting on his, her or its behalf has complied and
will comply with the “offering restrictions” requirements of Regulation S under the Securities Act.


 


(viii) The
transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person,
and are not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


(ix) Neither
the Purchaser nor any person acting on its behalf has undertaken or carried out any activity for the purpose of, or that could reasonably
be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the Purchaser’s
Shares. The Purchaser agrees not to cause any advertisement of the Purchaser’s Shares to be published in any newspaper
or periodical or posted in any public place and not to issue any circular relating to the Purchaser’s Shares, except such advertisements
that include the statements required by Regulation S under the Securities Act, and only offshore and not in the U.S. or its territories,
and only in compliance with any local applicable securities laws.


 


(x) The
Purchaser has carefully reviewed and completed the investor questionnaire annexed hereto as Exhibit A. 


 






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2.11  No Advertisements. The
Purchaser is not subscribing for the Purchaser’s Shares as a result of or subsequent to any advertisement, article, notice or other
communication published in any newspaper, magazine, or similar media or broadcast over television or radio or via the Internet, or presented
at any seminar or meeting, and is not aware of any public advertisement or general solicitation in respect of the Company or its securities.


 


2.12  Legend. The
Purchaser acknowledges and agrees that the Purchaser’s Shares shall bear a restrictive legend (the “Legend”),
in the form and substance as set forth in Section 4 hereof, prohibiting the offer, sale, pledge or transfer of the securities, except
(i) pursuant to an effective registration statement filed under the Securities Act, (ii) in accordance with the applicable provisions
of Regulation S, promulgated under the Securities Act, (iii) pursuant to an exemption from registration provided by Rule 144 under the
Securities Act (if available), and (iv) pursuant to any other exemption from the registration requirements of the Securities Act or for
estate planning purposes (subject to any escrow restrictions).


 


2.13  Economic Considerations. The
Purchaser is not relying on the Company, or its affiliates or agents with respect to economic considerations involved in this investment. The
Purchaser has relied solely on his or her own advisors.


 


2.14  Compliance with Laws. Any
resale of the Purchaser’s Shares during the “distribution compliance period” as defined in Rule 902(f) to Regulation
S shall only be made in compliance with exemptions from registration afforded by Regulation S. Further, any such sale of the
Purchaser’s Shares in any jurisdiction outside of the United States will be made in compliance with the securities laws of such
jurisdiction. The Purchaser will not offer to sell or sell the Purchaser’s Shares in any jurisdiction unless the Purchaser
obtains all required consents, if any. The Purchaser acknowledges that such Purchaser is familiar with Rule 144 (“Rule 144”)
under the Securities Act, and has been advised that Rule 144 permits resales only under certain circumstances. The Purchaser understands
that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Purchaser’s Shares without either registration
under the Securities Act or the existence of another exemption from such registration requirement.


 


2.15  Investment Commitment. The
Purchaser’s overall commitment to investments which are not readily marketable is not disproportionate to the Purchaser’s net worth, and
an investment in the Purchaser’s Shares will not cause such overall commitment to become excessive.


 


2.16  Receipt of Information. The
Purchaser has received all documents, records, books and other information pertaining to the Purchaser’s investment in the Company
that has been requested by the Purchaser.


 


2.17  Information Available. The
Purchaser acknowledges it has availed itself of full access to the Company’s public reports filed with the SEC, which reports can
be retrieved from commercial document retrieval services and at the website maintained by the SEC at http://www.sec.gov. 


 


2.18  No Governmental Review. The
Purchaser is aware that no federal or state agency has (i) made any finding or determination as to the fairness of this investment, (ii)
made any recommendation or endorsement of the Purchaser’s Shares or the Company, or (iii) guaranteed or insured any investment in
the Purchaser’s Shares or any investment made by the Company.


 


   2.19
Potential Loss of Investment; Risk Factors. The Purchaser understands that an investment in the Purchaser’s
Shares is highly speculative which involves a significant degree of risk and the potential loss of Purchaser’s entire investment.
The Purchaser has considered carefully and understands the risks associated with an investment in the Purchaser’s Shares, including
those risk factors contained in the Company’s filings with the SEC.


 






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2.20  Transfer Restrictions. The Purchaser acknowledges and agrees that he, she or it is restricted,
for a period of six months after the Closing, from selling, assigning, transferring, disposing, pledging, mortgaging, hypothecating, granting
a security interest in, or otherwise encumbering, either voluntarily, involuntarily or by operation of law (each, a “Transfer”),
the Purchaser’s Shares or any interest therein without the prior written consent of the Company; provided, however, that without
the Company’s consent, the Purchaser with prior written notice to the Company may engage in Transfers of such Purchaser’s
Shares or interests therein: (i) pursuant to a will or intestacy laws upon the death of an individual holder or pursuant to valid, final
decree of divorce to which individual holder is a party; (ii) for bona fide estate planning purposes (i.e., to a spouse or child or trust
for the benefit of such individuals) in the case of individual holders; or (iii) upon the final liquidation and dissolution of any holder
that is an entity.


 


2.21 No Participation in the Management
of Business. Purchaser acknowledges that it does not have any intention to control or participate in the management of the business
of the Company. Purchaser hereby agrees that neither the Purchaser nor any of its affiliates shall seek to control or participate in the
management of the business of Company. Purchaser further agrees that it shall not seek to appoint any director of the Company or cause
any change to the board of directors of Company in any way.


 


3.   
Representations and Warranties of the Company


 


The Company represents and warrants to the Purchaser
that:


 


3.1  Valid Issuance of
Capital Stock. The total number of the Shares which the Company has authority to issue is 200,000,000. As of
the date hereof, the Company has 37,138,112 Shares issued and outstanding. All of the issued Shares of the Company have been
duly authorized, validly issued, and are fully paid and non-assessable.


 


3.2  Organization and Qualification. The
Company is a corporation duly incorporated and existing in good standing under the laws of the British Virgin Islands and has the requisite
corporate power to own its properties and assets and to carry on its business as now being conducted.


 


3.3   Authorization;
Enforcement. The Company has the corporate power and authority to enter into, deliver and perform this Agreement and the agreements
to be entered into therewith. All necessary corporate action has been duly and validly taken by the Company to authorize the execution,
delivery and performance of this Agreement by the Company, and the issuance and sale of the Purchaser’s Shares to be sold by the
Company pursuant to this Agreement. This Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes
the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’
rights generally and by general equitable principles.


 


3.4. Filings, Consents and Approvals. The
Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration
with, any court or other federal, state, local or other governmental authority or other person in connection with the execution, delivery
and performance by the Company of the Agreement, other than: the notice and/or application(s) to The Nasdaq Stock Market LLC for the issuance
and sale of the Purchaser’s Shares and the listing of such Shares for trading thereon in the time and manner required thereby.


 


3.5    Issuance
of the Securities. The Purchaser’s Shares have been, or will be, duly and validly authorized and on their respective dates of
issuance, such Shares will be duly and validly issued, fully paid and non-assessable. The Purchaser’s Shares, upon issuance, are,
or will be, free and clear of any security interests, liens, claims or other encumbrances, subject only to restrictions upon transfer
under the Securities Act and any applicable state securities laws.


 






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3.6   Private
Placement. Assuming the accuracy of Purchaser’s representations and warranties set forth in Section 2, no registration under
the Securities Act is required for the offer and sale of the Purchaser’s Shares by the Company to Purchaser as contemplated hereby.


 


4.   
Legends, etc.


 


4.1  Legend. Each certificate
representing the Purchaser’s Shares shall be endorsed with the following legends, in addition to any other legend required to be
placed thereon by applicable federal or state securities laws:


 


“THESE SECURITIES ARE BEING OFFERED TO INVESTORS WHO
ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”) AND WITHOUT
REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED
UNDER THE SECURITIES ACT.”


 


“TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES
ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
THE SECURITIES ACT.”


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO LOCKUP PURSUANT TO A SECURITIES PURCHASE AGREEMENT BETWEEN RETO ECO-SOLUTIONS, INC. AND THE HOLDER HEREOF AND MAY ONLY BE OFFERED,
SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE SECURITIES PURCHASE
AGREEMENT.”


 


4.2  Purchaser’s
Compliance. Nothing in this Section 4 shall affect in any way a Purchaser’s obligations and agreement to comply with all applicable
securities laws upon resale of the Purchaser’s Shares.


 


4.3  Company’s Refusal
to Register Transfer of Shares. The Company shall refuse to register any transfer of the Purchaser’s Shares not made in accordance
with (i) the provisions of Regulation S, (ii) pursuant to an effective registration statement filed under the Securities Act, or (iii)
pursuant to an available exemption from the registration requirements of the Securities Act.


 






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5.   
Governing Law; Jurisdiction; Waiver of Jury Trial


 


This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, USA, without regard to the conflicts of laws principals thereof. Any action brought
by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts
of New York or in the federal courts located in New York County, in the State of New York. The parties to this Agreement hereby irrevocably
waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction
or venue or based upon forum non conveniens. Each party hereby irrevocably waives personal service of process and consents to process
being served in any suit, action or proceeding in connection with this Agreement by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the address in effect for 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 other manner permitted by law. 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 WITH OR ARISING
OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY.


 


6.   
Assignment; Entire Agreement; Amendment


 


6.1  Assignment. Purchaser
agrees not to transfer or assign this Agreement or any of Purchaser’s interest herein and further agrees that the transfer or assignment
of the Purchaser’s Shares acquired pursuant hereto shall be made only in accordance with all applicable laws. 


6.2  Entire Agreement.
This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes
all prior discussions, agreements and understandings of any and every nature among them.


 


6.3  Amendment. Except
as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other
than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge, or termination is
sought.


 


6.4  Binding Upon Successors.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives,
successors and assigns.


 


7.   
Notices; Indemnity


 


7.1  Notices. Unless
otherwise provided herein, 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, e-mail or facsimile, addressed as set forth on the signature pages hereto 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 e-mail or facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (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.


 


7.2  Indemnification. The
Purchaser shall indemnify and hold the Company and its officers, directors, employees, agents and affiliates harmless from and against
any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of the Purchaser’s breach
of any representation, warranty, covenant or agreement in this Agreement.


 






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8.   
Counterparts


 


This Agreement may be executed in any number of
counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall
constitute one instrument. Such counterparts may be delivered by facsimile or other electronic transmission, which shall not
impair the validity thereof.


 


9.   
Survival; Severability


 


9.1  Survival. The
representations, warranties, covenants and agreements of the parties hereto shall survive the date hereof and the issuance of the Purchaser’s
Shares.


 


9.2  Severability.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective
if it materially changes the economic benefit of this Agreement to any party. 


 


  10.  
Titles and Subtitles


 


The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in construing or interpreting this Agreement.


 


[Signature page follows]


 




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SIGNATURE PAGE


 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the day and year this subscription has been accepted by the Company as set forth below.


 


	Number of Shares	Hainan Tashanshi Digital Information Co., Ltd
	Subscribed For: 5,970,000 shares	Print Name of Purchaser
	 	 	 
	Purchase Price: US$ 0.60 	 	 
	 	 	 
	 	By: /s/ Zhe Liu	 
	 	(Signature of Purchaser or Authorized Signatory)
	 	 	 
	 	Address: 22nd Floor, Xinheng Building, Binhai Avenue, Longhua District, Haikou City, Hainan Province
	 	 	 
	 	Telephone: 	                                
	 	 	 
	 	Fax:	 
	 	 	 
	 	Email:	 
	 	 	 
	 	 
	 	Identification Number





 




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ACCEPTANCE OF SUBSCRIPTION





 


Hainan Tashanshi Digital Information Co., Ltd



Name of Purchaser





 


	ACCEPTED BY:	 
	 	 
	RETO ECO-SOLUTIONS, INC.	 
	 	 
	By:	/s/ Hengfang Li	 
	 	Name: 	Hengfang Li	 
	 	Title:	CEO	 



 


Date: May 25, 2022


 


Accepted for 5,970,000 Shares


 


Address for notices:


 


c/o Beijing REIT Technology Development Co., Ltd.


Building X-702, Runfengdeshangyuan, 60 Anli Road, Chaoyang District,
Beijing


People’s Republic of China 100101


Email: ______________________


 




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