Subscription
Agreement


 


This
Subscription Agreement (this “Agreement”) is made and entered into as of March 14, 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 6C, 4/F, Block C, 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]