Exhibit 10.3


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of July 6, 2021, by and among RETO ECO-SOLUTIONS, INC., a company
incorporated under the laws of the British Virgin Islands whose principal executive office is at c/o Beijing REIT Technology Development
Co., Ltd., Building X-702, 60 Anli Road, Chaoyang District, Beijing People’s Republic of China 100101 (the “Company”),
and YA II PN, LTD., an exempted company incorporated under the laws of the Cayman Islands whose registered office is at the offices
of Maples Corporate Services Limited, Ugland House, South Church Street, PO Box 309, George Town, Cayman Islands exempted limited partnership
(the “Investor”).


 


WHEREAS:


 


A. In
connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the “Securities Purchase
Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue
and sell to the Investor up to $2,500,000 of convertible debentures (the “Convertible Debentures”), which shall be
convertible into common shares in the capital of the Company with a par value of $0.0001 each (the “Common Stock”)
(as converted, the “Conversion Shares”). Capitalized terms not defined herein shall have the meaning ascribed to them
in the Securities Purchase Agreement.


 


B. To
induce the Investor to execute and deliver the Securities 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 and other rights as provided for herein.


 


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 Investors hereby agree as follows:


 


1. DEFINITIONS.


 


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


 


(a) “Effectiveness
Deadline” means, with respect to a Registration Statement filed hereunder, the 120th calendar day following the date hereof,
provided, however, in the event the Company is notified by the U.S. Securities and Exchange Commission (“SEC”) that
a Registration Statement (as defined below) will not be reviewed or is no longer subject to further review and comments, the Effectiveness
Deadline as to such Registration Statement shall be the fifth calendar day following the date on which the Company is so notified if such
date precedes the date required above.


 


(b) “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 




     


     


    

 


(c) “Filing
Deadline” means, with respect to the initial Registration Statement required hereunder, the 21st calendar day following the
date hereof, and with respect to any subsequent Registration Statement required hereunder, the 30th calendar day following
the event triggering the Company’s obligation to file such subsequent Registration Statement.


 


(d) “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.


 


(e) “Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously
omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities
Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable
Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments,
and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.


 


(f) “Registrable
Securities” means (i) all of the shares of Common Stock issuable upon conversion of the Convertible Debentures (without giving
effect to any limitations on exercise set forth in the Convertible Debentures), (ii) any additional shares issuable in connection with
any anti-dilution provisions of the Convertible Debentures, and (iii) any shares of Common Stock issued or issuable with respect to any
shares described in subsections (i) and (ii) above by way of any stock split, stock dividend or other distribution, recapitalization or
similar event or otherwise (in each case without giving effect to any limitations on exercise set forth in the Convertible Debentures),
provided however, that Registrable Securities shall not include any shares (i) the sale of which has been registered pursuant to the Securities
Act and which shares have been sold pursuant to such, or (ii) which have been sold pursuant to Rule 144.


 


(g) “Registration
Period” shall have the meaning set forth in Section 2(a) herein.


 


(h) “Registration
Statement” means any registration statement of the Company, including the Prospectus, amendments and supplements to such registration
statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference
or deemed to be incorporated by reference in such registration statement.


 


(i) “Required
Registration Amount” means (i) with respect to the initial Registration Statement at least 5,250,000 shares of Common Stock
issued or to be issued upon conversion of the Convertible Debentures, and (ii) with respect to subsequent Registration Statements at least
such number of shares of Common Stock as shall equal up to 300% of the maximum number of shares of Common Stock issuable upon conversion
of all Convertible Debentures then outstanding (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the
Conversion Price (as defined therein) in effect as of the date of determination, and (y) any such conversion shall not take into account
any limitations on the conversion of the Convertible Debentures set forth in the Convertible Debentures), in each case subject to any
cutback set forth in Section 2(d).


 




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(j)
“Rule 415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule.


 


2. REGISTRATION.


 


(a) The
Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain
effectiveness of Registration Statements, and maintain the continuous effectiveness of Registration Statement that have been declared
effective shall begin on the date hereof and continue until all the Registrable Securities have been sold (the “Registration
Period”).


 


(b) Subject
to the terms and conditions of this Agreement, the Company shall: (i) on or prior to each Filing Deadline, prepare and file with the SEC
a Registration Statement on Form F-3 (or, if the Company is not then eligible, on Form F-1) covering the resale by the Investor of Registrable
Securities, and (ii) on or prior to the 30th calendar day following receipt of each written notice by the Investor (a “Demand
Notice”) delivered pursuant to the terms hereof, prepare and file an additional Registration Statement on Form F-3 (or, if the
Company is not then eligible, on Form F-1) covering the resale by the Investor of Registrable Securities. Each Registration Statement
prepared pursuant hereto shall, subject to Section 2(d) below, register for resale at least the number of shares of Common Stock equal
to the Required Registration Amount as of date the Registration Statement is initially filed with the SEC. Each Registration Statement
shall contain a selling stockholders and plan of distribution sections in compliance with the rules and regulations of the SEC and contain
all other required disclosures for a transaction of the type contemplated in the SPA as reasonably requested by the Investor. The Company
shall use its best efforts to have each Registration Statement declared effective by the SEC as soon as practicable, but in no event later
than the applicable Effectiveness Deadline. By 9:30 am on the business day following the date of effectiveness, the Company shall file
with the SEC in accordance with Rule 424 under the 1933 Act the final Prospectus to be used in connection with sales pursuant to such
Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration
Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company
within twenty-four (24) hours of the receipt thereof from the Company.


 


For the purposes hereof, the
Investor shall be entitled to deliver a Demand Notice to the Company at any time during the Registration Period if at such time (i) no
Registration Statement is then in effect which the Investor may use to resell Registrable Securities, or (ii) a Registration Statement
is effective but the Holder has resold substantially all of the shares of Common Stock register on such Registration Statement. In addition,
the Investor may deliver a Demand Notice to the Company at any time during the Registration Period during which (i) the Company does not
have a class of securities listed, or approved for listing, on a national securities exchange registered pursuant to Section 6 of the
Exchange Act, (ii) Rule 144, as amended, would not allow the “tacking” of the holding period of the Convertible Debenture
onto the holding period of the Conversion Shares issuable upon conversion thereof, or (iii) the holding period pursuant to Rule 144(d)(1)(i)
applicable to Conversion Shares issuable upon conversion of Convertible Debentures has been increased from six months to a period of time
greater than six months.


 




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(c) During
the Registration Period, the Company shall (i) promptly 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 a 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, (ii) promptly upon notification from the Investor, prepare and file with the SEC a subsequent
Registration Statement in order to register for resale under the Securities Act additional Registrable Securities as may be requested
by the Investor; (iii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the
terms of this Agreement), and as so supplemented or amended to be filed pursuant to Rule 424; (iv) respond as promptly as reasonably possible
to any comments received from the SEC with respect to a Registration Statement or any amendment thereto and as promptly as reasonably
possible provide the Investors true and complete copies of all correspondence from and to the SEC relating to a Registration Statement
(provided that the Company may excise any information contained therein which would constitute material non-public information as to any
Investor which has not executed a confidentiality agreement with the Company); and (v) 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 2(c)) by reason of the Company’s filing
a report on Form 20-F or Form 6-K or any analogous report under the Securities Exchange Act, the Company shall incorporate 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.


 


(d) Reduction
of Registrable Securities Included in a Registration Statement. Notwithstanding anything contained herein, in the event that the SEC
requires the Company to reduce the number of Registrable Securities to be included in a Registration Statement in order to allow the Company
to rely on Rule 415 with respect to a Registration Statement or otherwise comply with the SEC’s rules and regulations, then the
Company shall be obligated to include in such Registration Statement (which may be a subsequent Registration Statement if the Company
needs to withdraw a Registration Statement and refile a new Registration Statement in order to rely on Rule 415) only such limited portion
of the Registrable Securities as the SEC shall permit. Any Registrable Securities that are excluded in accordance with the foregoing terms
are hereinafter referred to as “Cut Back Securities.” To the extent Cut Back Securities exist, as soon as may be permitted
by the SEC, the Company shall be required to file a Registration Statement covering the resale of the Cut Back Securities (subject also
to the terms of this Section) and shall use best efforts to cause such Registration Statement to be declared effective as promptly as
practicable thereafter.


 


(e) Failure
to File or Obtain Effectiveness of the Registration Statement or Remain Current. If: (i) a Registration Statement is not filed on
or prior to its Filing Date, or (ii) a Registration Statement is not declared effective on or prior to Effectiveness Deadline or the Company
fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five (5)
Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement
will not be “reviewed,” or not subject to further review, or (iii) after the effectiveness, a Registration Statement ceases
for any reason to remain continuously effective as to all Registrable Securities, except for Cut Back Securities, for which it is required
to be effective, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for
more than 45 consecutive calendar days or more than an aggregate of 60 calendar days during any 12-month period (which need not be consecutive
calendar days), or (iv) if after the six month anniversary of the date hereof, the Company does not have available adequate current public
information as set forth in Rule 144(c) (any such failure or breach being referred to as an “Event”), then in addition
to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, the Company shall be in breach
of the term and conditions of this Agreement and such Event shall be deemed an event of default under the Convertible Debentures (provided
that such event of default shall cease at such time that the Registration Statement is filed if the Event is due to (i) above, the Registration
Statement becomes effective if the Event is due to (ii) above, and once all Registrable Securities become eligible for public resale pursuant
to an exemption from registration under the Securities Act).


 






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3. RELATED
OBLIGATIONS.


 


(a) The
Company shall, not less than three (3) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading
Day prior to the filing of any related amendments and supplements to all Registration Statements (except for annual reports on Form 20-F),
furnish to each Investor copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to
be incorporated by reference) will be subject to the reasonable and prompt review of such Investors, The Company shall not file a Registration
Statement or any such Prospectus or any amendments or supplements thereto to which the Investors shall reasonably object in good faith;
provided that, the Company is notified of such objection in writing no later than two (2) Trading Days after the Investors have
been so furnished copies of a Registration Statement.


 


(b) The
Company shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge, (i) at
least one (1) 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, which are not publicly available through EDGAR, as such Investor
may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor.


 


(c) The
Company shall use its best 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 any 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 memorandum or articles of association,
(x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(c), (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 each Investor who holds Registrable Securities 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.


 






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(d) As
promptly as practicable after becoming aware of such event or development, the Company shall notify each Investor in writing of the happening
of any event as a result of which the Prospectus included in a Registration Statement, as then in effect, includes an untrue statement
of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material,
nonpublic information), and promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement
or omission, and deliver ten (10) copies of such supplement or amendment to each Investor. The Company shall also promptly notify each
Investor in writing (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and when a Registration
Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to each Investor
by facsimile on the same day of such effectiveness), (ii) of any request by the SEC for amendments or supplements to a Registration Statement
or related prospectus or related information, and (iii) of the Company’s reasonable determination that a post-effective amendment
to a Registration Statement would be appropriate.


 


(e) The
Company shall use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement,
or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction within the United States of America
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and
to notify each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt
of actual notice of the initiation or threat of any proceeding for such purpose.


 


(f) If,
after the execution of this Agreement, an Investor believes, after consultation with its legal counsel, that it could reasonably be deemed
to be an underwriter of Registrable Securities, at the request of any Investor, the Company shall furnish to such Investor, on the date
of the effectiveness of the Registration Statement and thereafter from time to time on such dates as an Investor may reasonably request
(i) a letter, dated such date, from the Company’s independent certified public accountants in form and substance as is customarily
given by independent certified public accountants to underwriters in an underwritten public offering, and (ii) an opinion, dated as of
such date, of counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily
given in an underwritten public offering, addressed to the Investors. Upon the request of the documents discussed above pursuant to this
Section 3(f), the Investor shall provide documents to the Company typically provided by an underwriter of its securities in form, scope
and substance as is customarily given in an underwritten public offering, including an opinion of counsel representing the Investor for
purposes of such Registration Statement, addressed to the Company.


 









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(g) If,
after the execution of this Agreement, an Investor believes, after consultation with its legal counsel, that it could reasonably be deemed
to be an underwriter of Registrable Securities, at the request of any Investor, the Company shall make available for inspection by (i)
any Investor and (ii) one (1) firm of accountants or other agents retained by the Investors (collectively, the “Inspectors”)
all pertinent financial and other records, and pertinent corporate documents and properties of the Company (collectively, the “Records”),
as shall be reasonably deemed necessary by each Inspector, and cause the Company’s officers, directors and employees to supply all
information which any Inspector may reasonably request; provided, however, that each Inspector shall agree, and each Investor hereby agrees,
to hold in strict confidence and shall not make any disclosure (except to an Investor) or use any Record or other information which the
Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure
of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under
the Securities Act, (b) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government
body of competent jurisdiction, or (c) the information in such Records has been made generally available to the public other than by disclosure
in violation of this or any other agreement of which the Inspector and the Investor has knowledge. Each Investor agrees that it shall,
upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other
means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure
of, or to obtain a protective order for, the Records deemed confidential.


 


(h) The
Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company unless (i)
disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is
necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered
pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such
information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement.
The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor is sought in or by a court
or governmental body of competent jurisdiction or through other means, give prompt written notice to such Investor and allow such Investor,
at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.


 


(i) The
Company shall either 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 (ii) to be included for quotation on the Nasdaq Capital Markets for such Registrable
Securities. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(i).


 




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(j) The
Company shall cooperate with each Investor who holds Registrable Securities being offered and, 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 Investors may reasonably request and registered in such names as the Investors may request.


 


(k) The
Company shall use its best 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.


 


(l) 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.


 


(m) Within
two (2) business days after a Registration Statement which covers Registrable Securities is declared 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 whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement
has been declared effective by the SEC in the form attached hereto as Exhibit C.


 


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


 


4. OBLIGATIONS
OF THE INVESTOR.


 


(a) The
Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(d)
such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such
Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section
3(d) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause
its transfer agent to deliver unlegended certificates for shares of Common Stock to a transferee of an Investor in accordance with the
terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has
entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the
kind described in Section 3(d) and for which the Investor has not yet settled.


 


(b) The
Investor covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it
or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.


 






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5. EXPENSES
OF REGISTRATION.


 


All expenses incurred in connection with registrations, filings
or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers,
legal and accounting fees, except legal fees of Investor’s counsel associated with the review of the Registration Statement and
any comment letters issued by the SEC relating to such Registration Statement, 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 any 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 Investors 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(c); 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.


 




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(b) In
connection with a Registration Statement, the Investor agrees to severally and not jointly 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, employees,
representatives, or agents 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 such Investor expressly for use in connection with such Registration Statement; and, subject to
Section 6(d), such 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 such 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
such 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 each Investor prior to such 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 (1) 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.


 




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(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 Investors 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”), and
as a material inducement to the Investor’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants
to the following:


 


(a) The
Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section
13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required
to file such reports), other than Form 8-K reports


 






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(b) During
the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the
Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement)
and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.


 


(c) The
Company shall furnish to the Investor so long as such 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, (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 Investors 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 with the written consent of the Company and Investors who then hold at least two-thirds (2/3) of the Registrable Securities. Any
amendment or waiver effected in accordance with this Section 9 shall be binding upon each Investor and the Company. No such amendment
shall be effective to the extent that it applies to fewer than all of the holders of the Registrable Securities. 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
or owns the right to receive the Registrable Securities. If the Company receives conflicting instructions, notices or elections from two
(2) 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) No
Piggyback on Registrations. The Company shall not file any other registration statements on Form F-3, Form F-1, or otherwise until
the Registration Statement required hereunder is declared effective by the SEC, provided that this Section 10(b) shall not prohibit the
Company from filing amendments to registration statements already filed. The Company shall not include any other securities on a Registration
Statement unless otherwise agreed by the Investor.


 


(c) Piggy-Back
Registrations. If at any time there is not an effective Registration Statement covering all of the Registrable Securities and the
Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account
of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the
Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any
entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company
shall send to each Investor a written notice of such determination and, if within fifteen (15) days after the date of such notice, any
such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable
Securities such Investor requests to be registered; provided, however, that, the Company shall not be required to register
any Registrable Securities pursuant to this Section 10(c) that are eligible for resale pursuant to Rule 144 promulgated under the Securities
Act or that are the subject of a then effective Registration Statement.


 






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(d) 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 pursuant to the notice provisions of the Securities Purchase Agreement or to such other address
and/or electronic mail address and/or to the attention of such other person as the recipient party has specified by written notice given
to each other party five (5) 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) electronically generated by the sender’s email service provider containing
the time, date, and recipient email 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 this section.


 


(e) 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.


 


(f) The
laws of the State of New York shall govern all issues concerning the relative rights of the Company and the Investors as its stockholders.
All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal
laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of
New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
Each party hereby irrevocably submits to the non-exclusive jurisdiction of the Supreme Court of the State of New York, sitting in New
York County, New York and federal courts for the Southern District of New York sitting New York, New York, 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.


 




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(g) 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 as an attachment to an email
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.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




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IN WITNESS WHEREOF,
the Investor and the Company have caused their signature page to this Registration Rights Agreement to be duly executed as of the date
first above written.


 


 


	 	COMPANY:
	 	RETO ECO-SOLUTIONS, INC.
	 	 
	 	By:	/s/ Hengfang Li
	 	Name: 	Hengfang Li
	 	Title:	Chief Executive Officer



 


	 	INVESTOR:
	 	YA II PN, LTD.
	 	 
	 	By:	Yorkville Advisors Global, LP
	 	Its:	Investment Manager
	 	 	 
	 	 	By:	Yorkville Advisors Global II, LLC
	 	 	Its:	 General Partner  
	 	 	 	 
	 	 	By:	/s/ Matt Beckman
	 	 	Name: 	 Matt Beckman
	 	 	Title:	Member



 










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EXHIBIT A


 


FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


Attention:


 


		Re:	RETO ECO-SOLUTIONS, INC.



 


Ladies and Gentlemen:


 


We are counsel to RETO ECO-SOLUTIONS,
INC., a British Virgin Islands corporation (the “Company”), and have represented the Company in connection with that
certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among the Company and
the Investors named therein (collectively, the “Investors”) pursuant to which the Company issued to the Investors up
to $2,500,000 of convertible debentures (the “Convertible Debentures”), which are convertible into its ordinary shares,
par value $0.001 per share (the “Common Stock”). Pursuant to the Purchase Agreement, the Company also has entered into
a Registration Rights Agreement with the Investors (the “Registration Rights Agreement”) pursuant to which the Company
agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement) under the Securities
Act of 1933, as amended (the “Securities Act”). In connection with the Company’s obligations under the Registration
Rights Agreement, on ____________ ____, the Company filed a Registration Statement on Form ________ (File No. 333-_____________)
(the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating
to the Registrable Securities which names each of the Investors as a selling stockholder there under.


 


In connection with the foregoing,
we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration
Statement effective under the Securities Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have
no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been
issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available
for resale under the Securities Act pursuant to the Registration Statement.


 


	 	Very truly yours,
	 	 
	 	[Law Firm]
	 	 
	 	By:	                



 





cc: [LIST NAMES OF
Investors]