Exhibit 10.1


 


Securities Purchase Agreement


 


This
Securities Purchase Agreement (this “Agreement”), dated as of March 10, 2022 (the “Effective Date”),
is entered into by and between ReTo Eco-Solutions, Inc., a British Virgin Islands corporation
(“Company”), and Streeterville Capital, LLC, a Utah limited liability
company, or its successors and/or assigns (“Investor”).


 


A. Company
and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the Securities
Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by the United States
Securities and Exchange Commission (the “SEC”).


 


B. Investor
desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement a Convertible Promissory
Note, in the form attached hereto as Exhibit A, in the original principal amount of $3,105,000.00 (the “Note”),
convertible into common shares, $0.001 par value per share, of Company (the “Common Shares”), upon the terms and subject
to the limitations and conditions set forth in the Note.


 


C. This
Agreement, the Note, and all other certificates, documents, agreements, resolutions and instruments delivered to any party under or in
connection with this Agreement, as the same may be amended from time to time, are collectively referred to herein as the “Transaction
Documents”.


 


D. For
purposes of this Agreement: “Conversion Shares” means all Common Shares issuable upon conversion of all or any portion
of the Note; and “Securities” means the Note and the Conversion Shares.


 


NOW, THEREFORE, in
consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Company and Investor hereby agree as follows:


 


1. Purchase
and Sale of Securities.


 


1.1. Purchase
of Securities. Company shall issue and sell to Investor and Investor shall purchase from Company the Note. In consideration thereof,
Investor shall pay the Purchase Price (as defined below) to Company.


 


1.2. Form
of Payment. On the Closing Date (as defined below), Investor shall pay the Purchase Price to Company via wire transfer of immediately
available funds against delivery of the Note.


 


1.3. Closing
Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5 and Section 6 below, the date of the
issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be March 10, 2022, or another mutually
agreed upon date. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the
Closing Date by means of the exchange by email of signed .pdf documents, but shall be deemed for all purposes to have occurred at the
offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah.


 


1.4. Transaction
Expense Amount; Issuance Expenses. The Note carries an original issue discount of $90,000.00 (the “OID”). In addition,
Company agrees to pay $15,000.00 to Investor to cover Investor’s legal fees, accounting costs, due diligence, monitoring and other
transaction costs incurred in connection with the purchase and sale of the Securities (the “Transaction Expense Amount”),
all of which amount is included in the initial principal balance of the Note. The “Purchase Price”, therefore, shall
be $3,000,000.00, computed as follows: $3,105,000.00 initial principal balance, less the OID, less the Transaction Expense Amount.


 




     


     


    

 


2. Investor’s
Representations and Warranties. Investor represents and warrants to Company that as of the date hereof and as of the Closing Date
as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):


 


2.1. Organization;
Authority. Investor is an entity duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its
incorporation with full right, corporate power and authority to enter into and to consummate the transactions contemplated by the Transaction
Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents
and performance by such Investor of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary
corporate action on the part of such Investor. Each Transaction Document to which it is a party has been duly executed by Investor, and
when delivered by Investor in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Investor,
enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally,
(ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)
insofar as indemnification and contribution provisions may be limited by applicable law.


 


2.2. Own Account. 
 Investor understands that the Securities are “restricted securities” and have not been registered under the Securities
Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to
or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state
securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable
state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding
the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation
and warranty not limiting Investor’s right to sell the Securities in compliance with applicable federal and state securities
laws). Investor is acquiring the Securities hereunder in the ordinary course of its business.


 


2.3. Investor
Status. At the time Investor was offered the Securities, it was, and as of the date hereof it is, and on each date on which it converts
the Note it will be an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act.


 


2.4. Experience
of Investor. Investor, either alone or together with its representatives, has such knowledge, sophistication and experience in business
and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has
so evaluated the merits and risks of such investment.


 


2.5. General
Solicitation. Investor is not, to its knowledge, purchasing the Securities as a result of any advertisement, article, notice or other
communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or
presented at any seminar or, to the knowledge of Investor, any other general solicitation or general advertisement.


 


2.6. Access
to Information. Investor acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits
and schedules thereto) and all reports, schedules, forms, statements and other documents filed by the Company under the Securities Act
and the Securities Exchange Act of 1934, as amended (the “1934 Act”) 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 Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company
and its 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. 


 




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2.7. No
Public Market. Investor is aware that there is currently no public market for the Note, that there is no guarantee that a public market
will develop at any time in the future and Investor understands that the Securities are unregistered and may not presently be sold except
in accordance with applicable securities laws. Investor understands that the Securities cannot be readily sold or liquidated in case of
an emergency or other financial need. Investor further acknowledges and agrees that the Securities must be held indefinitely unless it
is subsequently registered under the 1933 Act or an exemption from such registration is available, and Investor has been advised or is
aware of the provisions of Rule 144 promulgated under the 1933 Act as in effect from time to time, which permits limited resale of securities
purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of
certain current public information about Company and the resale occurring following the required holding period under Rule 144.


 


2.8. Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, Investor has not, nor has any person
acting on behalf of or pursuant to any understanding with Investor, directly or indirectly executed any purchases or sales, including
Short Sales, of the securities of the Company during the period commencing as of the time that Investor first received a term sheet
(written or oral) from the Company or any other person representing the Company setting forth the material terms of the transactions contemplated
hereunder and ending immediately prior to the execution hereof. Other than to other party to this Agreement or to Investor’s representatives,
including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and affiliates, Investor
has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms
of this transaction). For purposes hereof, “Short Sales” means all “short sales” as defined in Rule 200
of Regulation SHO under the 1934 Act (but shall not be deemed to include locating and/or borrowing Common Shares).


 


2.9. No
Participation in the Management of Business. Investor acknowledges that it does not have any intention to control or participate in
the management of the business of Company. Investor hereby agrees that it shall not seek to control or participate in the management of
the business of Company. Investor further agrees that it shall not seek to appoint any director of Company or cause any change to the
board of directors of Company in any way.


 




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3. Company’s
Representations and Warranties. Company represents and warrants to Investor that as of the Closing Date: (i) Company is a corporation
duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has the requisite corporate
power to own its properties and to carry on its business as now being conducted; (ii) Company is duly qualified as a foreign corporation
to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such
qualification necessary; (iii) Company has registered its Common Shares under Section 12(b) of the 1934 Act, and is obligated to
file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; (iv) each of the Transaction Documents and the transactions
contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; (v) the Transaction
Documents have been duly executed and delivered by Company and constitute the valid and binding obligations of Company enforceable in
accordance with their terms, except (a) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (c) insofar as indemnification and contribution
provisions may be limited by applicable law; (vi) the execution and delivery of the Transaction Documents by Company, the issuance of
Securities in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction
Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default
under (a) Company’s formation documents or bylaws, each as currently in effect, (b) any indenture, mortgage, deed of trust, or other
material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without
limitation, any listing agreement for the Common Shares, or (c) any existing applicable law, rule, or regulation or any applicable decree,
judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental
body having jurisdiction over Company or any of Company’s properties or assets; (vii) except as has been obtained prior to Closing,
no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock
exchange or market or the stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities
to Investor or the entering into of the Transaction Documents; (viii) none of Company’s filings with the SEC contained, at the time
they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary
to make the statements made therein, in light of the circumstances under which they were made, not misleading; (ix) Company has filed
all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely
basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document
prior to the expiration of any such extension; (x) there is no action, suit, proceeding, inquiry or investigation before or by any court,
public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority
or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision,
ruling or finding would have a material adverse effect on Company or which would adversely affect the validity or enforceability of, or
the authority or ability of Company to perform its obligations under, any of the Transaction Documents; (xi) Company has not consummated
any financing transaction that has not been disclosed in a periodic filing or current report with the SEC under the 1934 Act; (xii) Company
is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer”
is described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, placement agent or finder’s fees or similar
payments that will or would become due and owing by Company to any person or entity as a result of this Agreement or the transactions
contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws
and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall
have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of other persons for fees of a type
contemplated in this subsection that may be due in connection with the transactions contemplated hereby and Company shall indemnify and
hold harmless each of Investor, Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners,
and their respective affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and reasonable
attorneys’ fees) and expenses suffered in respect of any such claimed Broker Fees; (xv) when issued, the Conversion Shares will
be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances;
(xvi) neither Investor nor any of its officers, directors, stockholders, members, managers, employees, agents or representatives has made
any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly
set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents,
Company is not relying on any representation, warranty, covenant or promise of Investor or its officers, directors, members, managers,
employees, agents or representatives other than as set forth in the Transaction Documents; (xvii) Company acknowledges that the State
of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute
that may arise related thereto such that the venue of the State of Utah, as set forth more specifically in Section 9.2 below, shall be
applicable to the Transaction Documents and the transactions contemplated therein; (xviii) Company has consulted with counsel and conducted
its own due diligence, and understands that Investor is not registered as a ‘dealer’ under the 1934 Act, and agrees that the
parties’ performance of the obligations under the Transaction Documents and the transactions contemplated by the Transaction Documents
do not violate Section 15 of the 1934 Act or any other applicable securities laws; and (xix) Company has performed due diligence and background
research on Investor and its affiliates including, without limitation, John M. Fife, and, to its satisfaction, has made inquiries with
respect to all matters Company may consider relevant to the undertakings and relationships contemplated by the Transaction Documents,
including, among other things, the following: http://investing.businessweek.com/research/stocks/people/person.asp?personId=7505107&ticker=UAHC;
SEC Civil Case No. 07-C-0347 (N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. In addition, various
affiliates of Investor are involved in ongoing litigation with the SEC regarding broker-dealer registration (see SEC Civil Case
No. 1:20-cv-05227 (N.D. Ill.)). Company, being aware of the matters and legal issues described in subsections (xviii) and (xix) above,
acknowledges and agrees that such matters, or any similar matters, have no bearing on the transactions contemplated by the Transaction
Documents and covenants and agrees it will not use any such information or legal theory as a defense to performance of its obligations
under the Transaction Documents or in any attempt to avoid, modify, reduce, rescind or void such obligations.


 




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4. Company
Covenants. Until all of Company’s obligations under the Note are paid and performed in full, or within the timeframes otherwise
specifically set forth below, Company will at all times comply with the following covenants: (i) Company will timely file on the applicable
deadline all reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the 1934 Act, and will take all reasonable
action under its control to ensure that adequate current public information with respect to Company, as required in accordance with Rule
144 of the 1933 Act, is publicly available, and will not terminate its status as an issuer required to file reports under the 1934 Act
even if the 1934 Act or the rules and regulations thereunder would permit such termination; (ii) when issued, the Conversion Shares will
be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances;
(iii) the Common Shares will be listed for trading on Nasdaq or NYSE; (iv) trading in the Common Shares not to be suspended, halted, chilled,
frozen, reach zero bid or otherwise cease trading on Company’s principal trading market for a period of more than thirty (30) days;
(v) from the Closing Date until thirty (30) days after the Note is satisfied in full, Company will not make any Restricted Issuance (as
defined below) or enter into any other debt transaction without Investor’s prior written consent, which consent may be granted or
withheld in Investor’s sole and absolute discretion, other than in connection with an Exempt Issuance (as defined below); (vi) Company
shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or
otherwise prohibits Company: (a) from entering into a variable rate transaction with Investor or any affiliate of Investor, or (b) from
issuing Common Shares to Investor or any affiliate of Investor; and (vii) Company hereby grants to Investor a participation right, whereby
Investor shall have the right to participate in Investor’s discretion in up to twenty-five percent (25%) of the amount raised in
any Restricted Issuance (provided Investor has consented to such Restricted Issuance) or other equity or debt financing of Company. In
furtherance thereof, should Company seek to raise capital via any Restricted Issuance, or other equity or debt financing transaction,
it shall provide Investor written notice of such proposed transaction, along with copies of the proposed transaction documents. Investor
shall then have up to three (3) calendar days to elect to purchase up to twenty-five (25%) of the debt or equity securities proposed to
be issued in such transaction on the most favorable terms and conditions offered to any other purchaser of the same securities. The parties
agree that in the event Company breaches the covenant set forth in Section 4(vii) above, Investor’s sole and exclusive remedy shall
be to receive, as liquidated damages, an amount equal to ten percent (10%) of the amount Investor would have been entitled to invest under
the participation right. For purposes hereof, the term “Restricted Issuance” means any issuance of any Company
securities, or the incurrence or guaranty of any debt obligations, that (A) have or may have conversion rights of any kind, contingent,
conditional or otherwise, in which the number of shares that may be issued pursuant to such conversion right varies with the market price
of the Common Shares, and/or (B) are or may become convertible into Common Shares (including without limitation convertible debt, warrants
or convertible preferred stock), with a conversion price that varies with the market price of the Common Shares, even if such security
only becomes convertible following an event of default, the passage of time, or another trigger event or condition. For the avoidance
of doubt, the issuance of Common Shares under, pursuant to, in exchange for or in connection with any contract or instrument, whether
convertible or not, is deemed a Restricted Issuance for purposes hereof if the number of Common Shares to be issued is based upon or related
in any way to the market price of the Common Shares, including, but not limited to, Common Shares issued in connection with a Section
3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange. For the further avoidance of doubt, Fixed
Price Offerings (as defined below), will not be considered to be Restricted Issuances. For purposes hereof, the term “ATM”
means a continuous primary offering, whereby the Company, with the help of a FINRA-registered broker-dealer as an agent, sells newly issued
equity securities, registered off of a shelf-registration statement, into a securities exchange at prevailing market prices. For purposes
hereof, the term “Fixed Price Offering” means an offering of equity securities at a fixed price with no resets or other
variable price components (e.g., shelf takedowns, ATMs, and sales of Common Shares). For purposes hereof, “Exempt Issuance”
means (a) the issuance of Common Shares or Common Share equivalents to employees, officers, directors or vendors of Company pursuant to
any stock or option plan duly adopted for such purpose, by the Board of Directors or a majority of the members of a committee of directors
established for such purpose, (b) the issuance of securities upon the exercise or exchange of or conversion of any Securities issued hereunder
and/or other securities exercisable or exchangeable for or convertible into Common Shares issued and outstanding on the date of this Agreement,
provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease
the exercise price, exchange price or conversion price of such securities, (c) securities issued pursuant to acquisitions, divestitures,
licenses, partnerships, collaborations or strategic transactions approved by the Board of Directors or a majority of the members of a
committee of directors established for such purpose, which acquisitions, divestitures, licenses, partnerships, collaborations or strategic
transactions can have a Restricted Issuance component, provided that any such issuance shall only be to a person (or to the equity holders
of a person) which is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business
of Company and shall provide to Company additional benefits in addition to the investment of funds, but shall not include a transaction
in which Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing
in securities, (d) the entry into, or issuance of securities pursuant to, an “at-the-market” facility, or (e) the issuance
of warrants with no price reset.


 




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5. Conditions
to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the Securities to Investor at the Closing
is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:


 


5.1. Investor
shall have executed this Agreement and delivered the same to Company.


 


5.2. Investor
shall have delivered the applicable Purchase Price to Company in accordance with Section 1.2 above.


 


5.3. The
representations and warranties of Investor contained herein (or, to the extent representations or warranties are qualified by materiality,
in all respects) are accurate in all material respects on the Closing Date (unless as of a specific date therein in which case they shall
be accurate in all material respects as of such date).


 


5.4. All
obligations, covenants and agreements of Investor required to be performed at or prior to the Closing Date shall have been performed.


 


6. Conditions
to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject
to the satisfaction, on or before the Closing Date, of each of the following applicable conditions, provided that these conditions are
for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:


 


6.1. Company
shall have executed this Agreement delivered the same to Investor.


 


6.2. With
respect to the Closing, Company shall have executed and delivered the Note to Investor.


 


6.3. Prior
to the Closing, Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA
Letter”) substantially in the form attached hereto as Exhibit B acknowledged and agreed to in writing by Company’s
transfer agent (the “Transfer Agent”).


 


6.4. Prior
to the Closing, Company shall have delivered to Investor a fully executed Officer’s Certificate substantially in the form attached
hereto as Exhibit C evidencing Company’s approval of the Transaction Documents.


 


6.5. Prior
to the Closing, Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached
hereto as Exhibit D.


 


7. Reservation
of Shares. On the date hereof, Company will reserve 13,000,000 Common Shares from its authorized and unissued Common Shares to provide
for all issuances of Common Shares under the Note (the “Share Reserve”). Company further agrees to add additional Common
Shares to the Share Reserve in increments of 1,000,000 shares as and when requested by Investor if as of the date of any such request
the number of shares being held in the Share Reserve is less than three (3) times the number of Common Shares obtained by dividing the
Outstanding Balance (as defined in the Note) as of the date of the request by the Conversion Price (as defined in the Note). Company shall
further require the Transfer Agent to hold the Common Shares reserved pursuant to the Share Reserve exclusively for the benefit of Investor
and to issue such shares to Investor promptly upon Investor’s delivery of a Conversion Notice under any Note. Finally, Company shall
require the Transfer Agent to issue Common Shares pursuant to the Note to Investor out of its authorized and unissued shares, and not
the Share Reserve, to the extent Common Shares have been authorized, but not issued, and are not included in the Share Reserve. The Transfer
Agent shall only issue shares out of the Share Reserve to the extent there are no other authorized shares available for issuance and then
only with Investor’s written consent.


 


8. OFAC;
Patriot Act.


 


8.1. OFAC
Certification. Company certifies that (i) it is not acting on behalf of any person, group, entity, or nation named by any Executive
Order or the United States Treasury Department, through its Office of Foreign Assets Control (“OFAC”) or otherwise,
as a terrorist, “Specially Designated Nation”, “Blocked Person”, or other banned or blocked person, entity, nation,
or transaction pursuant to any law, order, rule or regulation that is enforced or administered by OFAC or another department of the United
States government, and (ii) Company is not engaged in this transaction on behalf of, or instigating or facilitating this transaction on
behalf of, any such person, group, entity or nation.


 




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8.2. Foreign
Corrupt Practices. Neither Company, nor any of its subsidiaries, nor any director, officer, agent, employee or other person acting
on behalf of Company or any subsidiary has, in the course of his actions for, or on behalf of, Company, used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful
payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision
of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback or other
unlawful payment to any foreign or domestic government official or employee.


 


8.3. Patriot
Act. Company shall not (i) be or become subject at any time to any law, regulation, or list of any government agency (including, without
limitation, the OFAC) that prohibits or limits Investor from making any advance or extension of credit to Company or from otherwise conducting
business with Company, or (ii) fail to provide documentary and other evidence of Company’s identity as may be requested by Investor
at any time to enable Investor to verify Company’s identity or to comply with any applicable law or regulation, including, without
limitation, Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318. Company shall comply with all requirements of law relating
to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect. Upon Investor’s request
from time to time, Company shall certify in writing to Investor that Company’s representations, warranties and obligations under
this Section 8.3 remain true and correct and have not been breached. Company shall immediately notify Investor in writing if any of such
representations, warranties or covenants are no longer true or have been breached or if Company has a reasonable basis to believe that
they may no longer be true or have been breached. In connection with such an event, Company shall comply with all requirements of law
and directives of governmental authorities and, at Investor’s request, provide to Investor copies of all notices, reports and other
communications exchanged with, or received from, governmental authorities relating to such an event. Company shall also reimburse Investor
any expense incurred by Investor in evaluating the effect of such an event on the loan secured hereby, in obtaining any necessary license
from governmental authorities as may be necessary for Investor to enforce its rights under the Transaction Documents, and in complying
with all requirements of law applicable to Investor as the result of the existence of such an event and for any penalties or fines imposed
upon Investor as a result thereof.


 


9. Miscellaneous.
The provisions set forth in this Section 9 shall apply to this Agreement, as well as all other Transaction Documents as if these terms
were fully set forth therein; provided, however, that in the event there is a conflict between any provision set forth in this Section
9 and any provision in any other Transaction Document, the provision in such other Transaction Document shall govern.


 


9.1. Arbitration
of Claims. The parties shall submit all Claims (as defined in Exhibit E) arising under this Agreement, or any other Transaction
Document, or any other agreement between the parties and their affiliates, or any Claim relating to the relationship of the parties, to
binding arbitration pursuant to the arbitration provisions set forth in Exhibit E attached hereto (the “Arbitration Provisions”).
For the avoidance of doubt, the parties agree that the injunction described in Section 9.3 below may be pursued in an arbitration that
is separate and apart from any other arbitration regarding all other Claims arising under the Transaction Documents. The parties hereby
acknowledge and agree that the Arbitration Provisions are unconditionally binding on the parties hereto and are severable from all other
provisions of this Agreement. By executing this Agreement, Company represents, warrants and covenants that Company has reviewed the Arbitration
Provisions carefully, consulted with legal counsel about such provisions (or waived its right to do so), understands that the Arbitration
Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to the terms and limitations
set forth in the Arbitration Provisions, and that Company will not take a position contrary to the foregoing representations. Company
acknowledges and agrees that Investor may rely upon the foregoing representations and covenants of Company regarding the Arbitration Provisions.


 




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9.2. Governing
Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity,
interpretation and performance 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 consents to and expressly agrees that the
exclusive venue and arbitral seat for arbitration of any dispute arising out of or relating to any Transaction Document or the relationship
of the parties or their affiliates shall be in Salt Lake County, Utah. Without modifying the parties’ obligations to resolve disputes
hereunder pursuant to the Arbitration Provisions, for any litigation arising in connection with any of the Transaction Documents (and
notwithstanding the terms (specifically including any governing law and venue terms) of any transfer agent services agreement or other
agreement between the Transfer Agent and Company, such litigation specifically includes, without limitation any action between or involving
Company and the Transfer Agent under the TA Letter or otherwise related to Investor in any way (specifically including, without limitation,
any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Transfer Agent from issuing
Common Shares to Investor for any reason)), each party hereto hereby (i) consents to and expressly submits to the exclusive personal jurisdiction
of any state or federal court sitting in Salt Lake County, Utah, (ii) expressly submits to the exclusive venue of any such courts for
the purposes hereof, (iii) agrees to not bring any such action (specifically including, without limitation, any action where Company seeks
to obtain an injunction, temporary restraining order, or otherwise prohibit the Transfer Agent from issuing Common Shares to Investor
for any reason) outside of any state or federal court sitting in Salt Lake County, Utah, and (iv) waives any claim of improper venue and
any claim or objection that such courts are an inconvenient forum or any other claim, defense or objection to the bringing of any such
proceeding in such jurisdiction or to any claim that such venue of the suit, action or proceeding is improper. Finally, Company covenants
and agrees to name Investor as a party in interest in, and provide written notice to Investor in accordance with Section 9.10 below prior
to bringing or filing, any action (including without limitation any filing or action against any person or entity that is not a party
to this Agreement, including without limitation the Transfer Agent) that is related in any way to the Transaction Documents or any transaction
contemplated herein or therein, including without limitation any action brought by Company to enjoin or prevent the issuance of any Common
Shares to Investor by the Transfer Agent, and further agrees to timely name Investor as a party to any such action. Company acknowledges
that the governing law and venue provisions set forth in this Section 9.2 are material terms to induce Investor to enter into the Transaction
Documents and that but for Company’s agreements set forth in this Section 9.2 Investor would not have entered into the Transaction
Documents.


 


9.3. Specific
Performance. Company acknowledges and agrees that Investor may suffer irreparable harm in the event that Company fails to perform
any material provision of this Agreement or any of the other Transaction Documents in accordance with its specific terms. It is accordingly
agreed that Investor shall be entitled to one or more injunctions to prevent or cure breaches of the provisions of this Agreement or such
other Transaction Document and to enforce specifically the terms and provisions hereof or thereof, this being in addition to any other
remedy to which the Investor may be entitled under the Transaction Documents, at law or in equity. Company specifically agrees that: (a)
following an Event of Default (as defined in the Note) under the Note, Investor shall have the right to seek and receive injunctive relief
from a court or an arbitrator prohibiting Company from issuing any of its common or preferred shares to any party unless the Note is being
paid in full simultaneously with such issuance; and (b) following a breach of Section 4(vi) above, Investor shall have the right to seek
and receive injunctive relief from a court or arbitrator invalidating such lock-up. Company specifically acknowledges that Investor’s
right to obtain specific performance constitutes bargained for leverage and that the loss of such leverage would result in irreparable
harm to Investor. For the avoidance of doubt, in the event Investor seeks to obtain an injunction from a court or an arbitrator against
Company or specific performance of any provision of any Transaction Document, such action shall not be a waiver of any right of Investor
under any Transaction Document, at law, or in equity, including without limitation its rights to arbitrate any Claim pursuant to the terms
of the Transaction Documents, nor shall Investor’s pursuit of an injunction prevent Investor, under the doctrines of claim preclusion,
issues preclusion, res judicata or other similar legal doctrines, from pursuing other Claims in the future in a separate arbitration.


 




    8


     


    

 


9.4. Calculation
Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any determination or arithmetic calculation under
the Transaction Documents, including without limitation, calculating the Outstanding Balance, Conversion Price, Conversion Shares, or
VWAP (as defined in the Note) (each, a “Calculation”), Company or Investor (as the case may be) shall submit any disputed
Calculation via email or facsimile with confirmation of receipt (i) within two (2) Trading Days after receipt of the applicable notice
giving rise to such dispute to Company or Investor (as the case may be) or (ii) if no notice gave rise to such dispute, at any time after
Investor learned of the circumstances giving rise to such dispute. If Investor and Company are unable to agree upon such Calculation within
two (2) Trading Days of such disputed Calculation being submitted to Company or Investor (as the case may be), then Investor will promptly
submit via email or facsimile the disputed Calculation to Unkar Systems Inc. (“Unkar Systems”). Investor shall cause
Unkar Systems to perform the Calculation and notify Company and Investor of the results no later than ten (10) Trading Days from the time
it receives such disputed Calculation. Unkar Systems’ determination of the disputed Calculation shall be binding upon all parties
absent demonstrable error. Unkar Systems’ fee for performing such Calculation shall be paid by the incorrect party, or if both parties
are incorrect, by the party whose Calculation is furthest from the correct Calculation as determined by Unkar Systems. In the event Company
is the losing party, no extension of the Delivery Date (as defined in the Note) shall be granted and Company shall incur all effects for
failing to deliver the applicable shares in a timely manner as set forth in the Transaction Documents. Notwithstanding the foregoing,
Investor may, in its sole discretion, designate an independent, reputable investment bank or accounting firm other than Unkar Systems
to resolve any such dispute and in such event, all references to “Unkar Systems” herein will be replaced with references to
such independent, reputable investment bank or accounting firm so designated by Investor.


 


9.5. Counterparts.
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic
signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


9.6. Headings.
The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this
Agreement.


 


9.7. Severability.
In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such statute or rule
of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of
any other provision hereof.


 


9.8. Entire
Agreement. This Agreement, together with the other Transaction Documents, contains the entire understanding of the parties with respect
to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Company nor Investor makes
any representation, warranty, covenant or undertaking with respect to such matters. For the avoidance of doubt, all prior term sheets
or other documents between Company and Investor, or any affiliate thereof, related to the transactions contemplated by the Transaction
Documents (collectively, “Prior Agreements”), that may have been entered into between Company and Investor, or any
affiliate thereof, are hereby null and void and deemed to be replaced in their entirety by the Transaction Documents. To the extent there
is a conflict between any term set forth in any Prior Agreement and the term(s) of the Transaction Documents, the Transaction Documents
shall govern.


 




    9


     


    

 


9.9. Amendments.
No provision of this Agreement may be waived or amended other than by an instrument in writing signed by both parties hereto.


 


9.10. Notices.
Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively
given on the earliest of: (i) the date delivered, if delivered by personal delivery as against written receipt therefor or by email to
an executive officer named below or such officer’s successor, or by facsimile (with successful transmission confirmation which is
kept by sending party), or (ii) the earlier of the date delivered or the third Trading Day after mailing by U.S. nationally recognized
overnight courier service, with delivery costs and fees prepaid, in each case, addressed to each of the other parties thereunto entitled
at the following addresses (or at such other addresses as such party may designate by five (5) calendar days’ advance written notice
similarly given to each of the other parties hereto):


 


If to Company:


 


ReTo Eco-Solutions, Inc.


Attn: Hengfang Li


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


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


People’s Republic of China 100101


Email: lhf@reit.cc and bjreit@reit.cc


 


With a copy to (which copy shall not constitute notice):


 


Ellenoff Grossman & Schole LLP


Attn: Wei Wang, Esq.


1345 Avenue of the Americas, 11th Floor


New York, NY 10105


Email: wwang@egsllp.com


Facsimile: (212) 370-7889


 


If to Investor:


 


Streeterville Capital, LLC


Attn: John Fife


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


Email:jfife@chicagoventure.com


 


With a copy to (which copy shall not constitute notice):


 


Hansen Black Anderson Ashcraft PLLC


Attn: Jonathan Hansen


3051 West Maple Loop Drive, Suite 325


Lehi, Utah 84043


Email: jhansen@hbaa.law


 




    10


     


    

 


9.11. Successors
and Assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Investor
hereunder may be assigned by Investor to its affiliates, in whole or in part, without the need to obtain Company’s consent thereto.
Except as set forth above, neither Investor nor Company may assign its rights or obligations under this Agreement or delegate its duties
hereunder without the prior written consent of the other party. consent of Investor.


 


9.12. Survival.
The representations and warranties of Company and the agreements and covenants set forth in this Agreement shall survive the Closing hereunder
notwithstanding any due diligence investigation conducted by or on behalf of Investor. Each party agrees to indemnify and hold harmless
the other and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result of or related to any
breach or alleged breach by the other party of any of its representations, warranties and covenants set forth in this Agreement or any
of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.


 


9.13. Further
Assurances. 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.


 


9.14. Investor’s
Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Agreement and the Transaction Documents are cumulative
and not exclusive of any other rights or remedies, and shall be in addition to every other right, power, and remedy that Investor may
have, whether specifically granted in this Agreement or any other Transaction Document, or existing at law, in equity, or by statute,
and any and all such rights and remedies may be exercised from time to time and as often and in such order as Investor may deem expedient.


 


9.15. Attorneys’
Fees and Cost of Collection. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of this
Agreement or any of the other Transaction Documents, the parties agree that the party who is awarded the most money (which, for the avoidance
of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges awarded to any party) shall be
deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of the full amount of the attorneys’
fees, deposition costs, and expenses paid by such prevailing party in connection with arbitration or litigation without reduction or apportionment
based upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair an arbitrator’s
or a court’s power to award fees and expenses for frivolous or bad faith pleading. If (i) any Note is placed in the hands of
an attorney for collection or enforcement prior to commencing arbitration or legal proceedings, or is collected or enforced through any
arbitration or legal proceeding, or Investor otherwise takes action to collect amounts due under any Note or to enforce the provisions
of such Note, or (ii) there occurs any bankruptcy, reorganization, receivership of Company or other proceedings affecting Company’s
creditors’ rights and involving a claim under any Note; then Company shall pay the costs incurred by Investor for such collection,
enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation,
reasonable attorneys’ fees, expenses, deposition costs, and disbursements.


 


9.16. Waiver.
No waiver of any provision of this Agreement shall be effective unless it is in the form of a writing signed by the party granting the
waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent to
any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a
party to provide a waiver or consent in the future except to the extent specifically set forth in writing.


 




    11


     


    

 


9.17. Waiver
of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE RELATIONSHIPS OF THE PARTIES
HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE
STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING SUCH PARTY’S
RIGHT TO DEMAND TRIAL BY JURY.


 


9.18. Time
is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement and the other
Transaction Documents.


 


9.19. Voluntary
Agreement. Company has carefully read this Agreement and each of the other Transaction Documents and has asked any questions needed
for Company to understand the terms, consequences and binding effect of this Agreement and each of the other Transaction Documents and
fully understand them. Company has had the opportunity to seek the advice of an attorney of Company’s choosing, or has waived the
right to do so, and is executing this Agreement and each of the other Transaction Documents voluntarily and without any duress or undue
influence by Investor or anyone else.


 


[Remainder of page intentionally left blank;
signature page follows]


 




    12


     


    

 


IN WITNESS WHEREOF, the undersigned
Investor and Company have caused this Agreement to be duly executed as of the date first above written.


 


	 	INVESTOR:
	 	 
	 	Streeterville Capital, LLC
	 	 
	 	By:	/s/ John M. Fife

	 	 	John M. Fife, President
	 	 	 
	 	COMPANY:
	 	 
	 	ReTo Eco-Solutions, Inc.
	 	 
	 	By:	/s/ Hengfang Li

	 	 	Hengfang Li, Chief Executive Officer



 


[Signature Page to Securities Purchase Agreement]


 




    13


     


    

 


ATTACHED EXHIBITS:


 


	Exhibit A	Note
	Exhibit B	TA Letter
	Exhibit C	Officer’s Certificate
	Exhibit D	Share Issuance Resolution
	Exhibit E	Arbitration Provisions


 




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Exhibit
E


 


ARBITRATION PROVISIONS


 


1. Dispute
Resolution. For purposes of this Exhibit E, the term “Claims” means any disputes, claims, demands, causes
of action, requests for injunctive relief, requests for specific performance, questions regarding severability of any provisions of the
Transaction Documents, liabilities, damages, losses, or controversies whatsoever arising from, related to, or connected with the transactions
contemplated in the Transaction Documents and any communications between the parties related thereto, including without limitation any
claims of mutual mistake, mistake, fraud, misrepresentation, failure of formation, failure of consideration, promissory estoppel, unconscionability,
failure of condition precedent, rescission, and any statutory claims, tort claims, contract claims, or claims to void, invalidate or terminate
the Agreement (or these Arbitration Provisions (defined below)) or any of the other Transaction Documents. The parties to this Agreement
(the “parties”) hereby agree that the Claims may be arbitrated in one or more Arbitrations pursuant to these Arbitration
Provisions (one for an injunction or injunctions and a separate one for all other Claims). The parties hereby agree that the arbitration
provisions set forth in this Exhibit E (“Arbitration Provisions”) are binding on each of them. As a result,
any attempt to rescind the Agreement (or these Arbitration Provisions) or any other Transaction Document) or declare the Agreement (or
these Arbitration Provisions) or any other Transaction Document invalid or unenforceable pursuant to Section 29 of the 1934 Act or for
any other reason is subject to these Arbitration Provisions. These Arbitration Provisions shall also survive any termination or expiration
of the Agreement. Any capitalized term not defined in these Arbitration Provisions shall have the meaning set forth in the Agreement.


 


Arbitration. Except as otherwise
provided herein, all Claims must be submitted to arbitration (“Arbitration”) to be conducted exclusively in Salt
Lake County, Utah and pursuant to the terms set forth in these Arbitration Provisions. Subject to the arbitration appeal right
provided for in Paragraph 5 below (the “Appeal Right”), the parties agree that the award of the arbitrator
rendered pursuant to Paragraph 4 below (the “Arbitration Award”) shall be (a) final and binding upon the parties,
(b) the sole and exclusive remedy between them regarding any Claims, counterclaims, issues, or accountings presented or pleaded to
the arbitrator, and (c) promptly payable in United States dollars free of any deduction or offset (with respect to monetary awards).
Subject to the Appeal Right, any costs or fees, including without limitation attorneys’ fees, incurred in connection with or
incident to enforcing the Arbitration Award shall, to the maximum extent permitted by law, be charged against the party resisting
such enforcement. The Arbitration Award shall include default interest (as defined or otherwise provided for in the Note,
“Default Interest”) (with respect to monetary awards) at the rate specified in the Note for Default Interest both
before and after the Arbitration Award. Judgment upon the Arbitration Award will be entered and enforced by any state or federal
court sitting in Salt Lake County, Utah.


 


3. The
Arbitration Act. The parties agree that these Arbitration Provisions will be governed by the Federal Arbitration Act, 9 U.S.C. 1-16
et seq. (as amended or superseded from time to time, the “Arbitration Act”). The parties hereby incorporate
herein the provisions and procedures set forth in the Arbitration Act. Notwithstanding the foregoing, pursuant to, and to the maximum
extent permitted by the Arbitration Act, in the event of conflict or variation between the terms of these Arbitration Provisions and the
provisions of the Arbitration Act, the terms of these Arbitration Provisions shall control and the parties hereby waive or otherwise agree
to vary the effect of all requirements of the Arbitration Act that may conflict with or vary from these Arbitration Provisions.


 


4. Arbitration
Proceedings. Arbitration between the parties will be subject to the following:


 


4.1 Initiation
of Arbitration. The parties agree that a party may initiate Arbitration by giving written notice to the other party (“Arbitration
Notice”) in the same manner that notice is permitted under Section 9.10 of the Agreement; provided, however, that the
Arbitration Notice may not be given by email or fax. Arbitration will be deemed initiated as of the date that the Arbitration Notice is
deemed delivered to such other party under Section 9.10 of the Agreement (the “Service Date”). After the Service Date,
information may be delivered, and notices may be given, by email or fax pursuant to Section 9.10 of the Agreement or any other method
permitted thereunder. The Arbitration Notice must describe the nature of the controversy, the remedies sought, and the election to commence
Arbitration proceedings. All Claims in the Arbitration Notice must be pleaded consistent with the Federal Rules of Civil Procedure.


 




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4.2 Selection
and Payment of Arbitrator.


 


(a) Within ten (10) calendar
days after the Service Date, Investor shall select and submit to Company the names of five (5) arbitrators that are designated as “neutrals”
or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com) (such five (5) designated persons hereunder are referred
to herein as the “Proposed Arbitrators”). For the avoidance of doubt, each Proposed Arbitrator must be qualified as
a “neutral” with Utah ADR Services. Within five (5) calendar days after Investor has submitted to Company the names of the
Proposed Arbitrators, Company must select, by written notice to Investor, one (1) of the Proposed Arbitrators to act as the arbitrator
for the parties under these Arbitration Provisions. If Company fails to select one of the Proposed Arbitrators in writing within such
5-day period, then Investor may select the arbitrator from the Proposed Arbitrators by providing written notice of such selection to Company.


 


(b) If Investor fails
to submit to Company the Proposed Arbitrators within ten (10) calendar days after the Service Date pursuant to subparagraph (a) above,
then Company may at any time prior to Investor so designating the Proposed Arbitrators, identify the names of five (5) arbitrators that
are designated as “neutrals” or qualified arbitrators by Utah ADR Service by written notice to Investor. Investor may then,
within five (5) calendar days after Company has submitted notice of its Proposed Arbitrators to Investor, select, by written notice to
Company, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Investor
fails to select in writing and within such 5-day period one (1) of the five (5) Proposed Arbitrators selected by Company, then Company
may select the arbitrator from its five (5) previously selected Proposed Arbitrators by providing written notice of such selection to
Investor.


 


(c) If a Proposed Arbitrator
chosen to serve as arbitrator declines or is otherwise unable to serve as arbitrator, then the party that selected such Proposed Arbitrator
may select one (1) of the other five (5) Proposed Arbitrators within three (3) calendar days of the date the chosen Proposed Arbitrator
declines or notifies the parties he or she is unable to serve as arbitrator. If all five (5) Proposed Arbitrators decline or are otherwise
unable to serve as arbitrator, then the arbitrator selection process shall begin again in accordance with this Paragraph 4.2.


 


(d) The date that the
Proposed Arbitrator selected pursuant to this Paragraph 4.2 agrees in writing (including via email) delivered to both parties to serve
as the arbitrator hereunder is referred to herein as the “Arbitration Commencement Date”. If an arbitrator resigns
or is unable to act during the Arbitration, a replacement arbitrator shall be chosen in accordance with this Paragraph 4.2 to continue
the Arbitration. If Utah ADR Services ceases to exist or to provide a list of neutrals and there is no successor thereto, then the arbitrator
shall be selected under the then prevailing rules of the American Arbitration Association.


 


(e) Subject to Paragraph
4.10 below, the cost of the arbitrator must be paid equally by both parties. Subject to Paragraph 4.10 below, if one party refuses or
fails to pay its portion of the arbitrator fee, then the other party can advance such unpaid amount (subject to the accrual of Default
Interest thereupon), with such amount being added to or subtracted from, as applicable, the Arbitration Award.


 


4.3 Applicability
of Certain Federal Rules. The parties agree that the Arbitration shall be conducted generally in accordance with the Federal Rules
of Civil Procedure and the Federal Rules of Evidence. More specifically, the Federal Rules of Civil Procedure shall apply, without limitation,
to the filing of any pleadings, motions or memoranda, the conducting of discovery, and the taking of any depositions. The Federal Rules
of Evidence shall apply to any hearings, whether telephonic or in person, held by the arbitrator. Notwithstanding the foregoing, it is
the parties’ intent that the incorporation of such rules will in no event supersede these Arbitration Provisions. In the event of
any conflict between the Federal Rules of Civil Procedure or the Federal Rules of Evidence and these Arbitration Provisions, these Arbitration
Provisions shall control.


 


4.4 Answer
and Default. An answer and any counterclaims to the Arbitration Notice shall be required to be delivered to the party initiating the
Arbitration within twenty (20) calendar days after the Arbitration Commencement Date. If an answer is not delivered by the required deadline,
the arbitrator must provide written notice to the defaulting party stating that the arbitrator will enter a default award against such
party if such party does not file an answer within five (5) calendar days of receipt of such notice. If an answer is not filed within
the five (5) day extension period, the arbitrator must render a default award, consistent with the relief requested in the Arbitration
Notice, against a party that fails to submit an answer within such time period.


 




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4.5 Related
Litigation. The party that delivers the Arbitration Notice to the other party shall have the option to also commence concurrent legal
proceedings with any state or federal court sitting in Salt Lake County, Utah (“Litigation Proceedings”), subject to
the following: (a) the complaint in the Litigation Proceedings is to be substantially similar to the claims set forth in the Arbitration
Notice, provided that an additional cause of action to compel arbitration will also be included therein, (b) so long as the other party
files an answer to the complaint in the Litigation Proceedings and an answer to the Arbitration Notice, the Litigation Proceedings will
be stayed pending an Arbitration Award (or Appeal Panel Award (defined below), as applicable) hereunder, (c) if the other party fails
to file an answer in the Litigation Proceedings or an answer in the Arbitration proceedings, then the party initiating Arbitration shall
be entitled to a default judgment consistent with the relief requested, to be entered in the Litigation Proceedings, and (d) any legal
or procedural issue arising under the Arbitration Act that requires a decision of a court of competent jurisdiction may be determined
in the Litigation Proceedings. Any award of the arbitrator (or of the Appeal Panel (defined below)) may be entered in such Litigation
Proceedings pursuant to the Arbitration Act.


 


4.6 Discovery.
Pursuant to Section 118(8) of the Arbitration Act, the parties agree that discovery shall be conducted as follows:


 


(a) Written discovery
will only be allowed if the likely benefits of the proposed written discovery outweigh the burden or expense thereof, and the written
discovery sought is likely to reveal information that will satisfy a specific element of a claim or defense already pleaded in the Arbitration.
The party seeking written discovery shall always have the burden of showing that all of the standards and limitations set forth in these
Arbitration Provisions are satisfied. The scope of discovery in the Arbitration proceedings shall also be limited as follows:


 


(i) To
facts directly connected with the transactions contemplated by the Agreement.


 


(ii) To
facts and information that cannot be obtained from another source or in another manner that is more convenient, less burdensome or less
expensive than in the manner requested.


 


(b) No party shall be
allowed (i) more than fifteen (15) interrogatories (including discrete subparts), (ii) more than fifteen (15) requests for admission (including
discrete subparts), (iii) more than ten (10) document requests (including discrete subparts), or (iv) more than three (3) depositions
(excluding expert depositions) for a maximum of seven (7) hours per deposition. The costs associated with depositions will be borne by
the party taking the deposition. The party defending the deposition will submit a notice to the party taking the deposition of the estimated
attorneys’ fees that such party expects to incur in connection with defending the deposition. If the party defending the deposition
fails to submit an estimate of attorneys’ fees within five (5) calendar days of its receipt of a deposition notice, then such party
shall be deemed to have waived its right to the estimated attorneys’ fees. The party taking the deposition must pay the party defending
the deposition the estimated attorneys’ fees prior to taking the deposition, unless such obligation is deemed to be waived as set
forth in the immediately preceding sentence. If the party taking the deposition believes that the estimated attorneys’ fees are
unreasonable, such party may submit the issue to the arbitrator for a decision. All depositions will be taken in New York City, New York.


 


(c) All discovery requests
(including document production requests included in deposition notices) must be submitted in writing to the arbitrator and the other party.
The party submitting the written discovery requests must include with such discovery requests a detailed explanation of how the proposed
discovery requests satisfy the requirements of these Arbitration Provisions and the Federal Rules of Civil Procedure. The receiving party
will then be allowed, within five (5) calendar days of receiving the proposed discovery requests, to submit to the arbitrator an estimate
of the attorneys’ fees and costs associated with responding to such written discovery requests and a written challenge to each applicable
discovery request. After receipt of an estimate of attorneys’ fees and costs and/or challenge(s) to one or more discovery requests,
consistent with subparagraph (c) above, the arbitrator will within three (3) calendar days make a finding as to the likely attorneys’
fees and costs associated with responding to the discovery requests and issue an order that (i) requires the requesting party to prepay
the attorneys’ fees and costs associated with responding to the discovery requests, and (ii) requires the responding party to respond
to the discovery requests as limited by the arbitrator within twenty-five (25) calendar days of the arbitrator’s finding with respect
to such discovery requests. If a party entitled to submit an estimate of attorneys’ fees and costs and/or a challenge to discovery
requests fails to do so within such 5-day period, the arbitrator will make a finding that (A) there are no attorneys’ fees or costs
associated with responding to such discovery requests, and (B) the responding party must respond to such discovery requests (as may be
limited by the arbitrator) within twenty-five (25) calendar days of the arbitrator’s finding with respect to such discovery requests.
Any party submitting any written discovery requests, including without limitation interrogatories, requests for production subpoenas to
a party or a third party, or requests for admissions, must prepay the estimated attorneys’ fees and costs, before the responding
party has any obligation to produce or respond to the same, unless such obligation is deemed waived as set forth above.


 




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(d) In order to allow
a written discovery request, the arbitrator must find that the discovery request satisfies the standards set forth in these Arbitration
Provisions and the Federal Rules of Civil Procedure. The arbitrator must strictly enforce these standards. If a discovery request does
not satisfy any of the standards set forth in these Arbitration Provisions or the Federal Rules of Civil Procedure, the arbitrator may
modify such discovery request to satisfy the applicable standards, or strike such discovery request in whole or in part.


 


(e) Each party may submit
expert reports (and rebuttals thereto), provided that such reports must be submitted within sixty (60) days of the Arbitration Commencement
Date. Each party will be allowed a maximum of two (2) experts. Expert reports must contain the following: (i) a complete statement of
all opinions the expert will offer at trial and the basis and reasons for them; (ii) the expert’s name and qualifications, including
a list of all the expert’s publications within the preceding ten (10) years, and a list of any other cases in which the expert has
testified at trial or in a deposition or prepared a report within the preceding ten (10) years; and (iii) the compensation to be paid
for the expert’s report and testimony. The parties are entitled to depose any other party’s expert witness one (1) time for
no more than four (4) hours. An expert may not testify in a party’s case-in-chief concerning any matter not fairly disclosed in
the expert report.


 


4.6 Dispositive
Motions. Each party shall have the right to submit dispositive motions pursuant Rule 12 or Rule 56 of the Federal Rules of Civil Procedure
(a “Dispositive Motion”). The party submitting the Dispositive Motion may, but is not required to, deliver to the arbitrator
and to the other party a memorandum in support (the “Memorandum in Support”) of the Dispositive Motion. Within seven
(7) calendar days of delivery of the Memorandum in Support, the other party shall deliver to the arbitrator and to the other party a memorandum
in opposition to the Memorandum in Support (the “Memorandum in Opposition”). Within seven (7) calendar days of delivery
of the Memorandum in Opposition, as applicable, the party that submitted the Memorandum in Support shall deliver to the arbitrator and
to the other party a reply memorandum to the Memorandum in Opposition (“Reply Memorandum”). If the applicable party
shall fail to deliver the Memorandum in Opposition as required above, or if the other party fails to deliver the Reply Memorandum as required
above, then the applicable party shall lose its right to so deliver the same, and the Dispositive Motion shall proceed regardless.


 


4.7 Confidentiality.
All information disclosed by either party (or such party’s agents) during the Arbitration process (including without limitation
information disclosed during the discovery process or any Appeal (defined below)) shall be considered confidential in nature. Each party
agrees not to disclose any confidential information received from the other party (or its agents) during the Arbitration process (including
without limitation during the discovery process or any Appeal) unless (a) prior to or after the time of disclosure such information becomes
public knowledge or part of the public domain, not as a result of any inaction or action of the receiving party or its agents, (b) such
information is required by a court order, subpoena or similar legal duress to be disclosed if such receiving party has notified the other
party thereof in writing and given it a reasonable opportunity to obtain a protective order from a court of competent jurisdiction prior
to disclosure, or (c) such information is disclosed to the receiving party’s agents, representatives and legal counsel on a need
to know basis who each agree in writing not to disclose such information to any third party. The arbitrator is hereby authorized and directed
to issue a protective order to prevent the disclosure of privileged information and confidential information upon the written request
of either party.


 


4.8 Authorization;
Timing; Scheduling Order. Subject to all other portions of these Arbitration Provisions, the parties hereby authorize and direct the
arbitrator to take such actions and make such rulings as may be necessary to carry out the parties’ intent for the Arbitration proceedings
to be efficient and expeditious. For the avoidance of doubt, the arbitrator is empowered to decide any procedural issues, jurisdictional
issues, and issues regarding whether a particular dispute is subject to Arbitration. The parties hereby agree that an Arbitration Award
must be made within one hundred twenty (120) calendar days after the Arbitration Commencement Date. The arbitrator is hereby authorized
and directed to hold a scheduling conference within ten (10) calendar days after the Arbitration Commencement Date in order to establish
a scheduling order with various binding deadlines for discovery, expert testimony, and the submission of documents by the parties to enable
the arbitrator to render a decision prior to the end of such 120-day period.


 


4.9 Relief.
The arbitrator shall have the right to award or include in the Arbitration Award (or in a preliminary ruling) any relief which the arbitrator
deems proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the arbitrator
may not award exemplary or punitive damages.


 




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4.10 Fees
and Costs. As part of the Arbitration Award, the arbitrator is hereby directed to require the losing party (the party being awarded
the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory fines,
penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration, and
(b) reimburse the prevailing party for all reasonable attorneys’ fees, arbitrator costs and fees, deposition costs, other discovery
costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration.


 


5. Arbitration
Appeal.


 


5.1 Initiation
of Appeal. Following the entry of the Arbitration Award, either party (the “Appellant”) shall have a period of
thirty (30) calendar days in which to notify the other party (the “Appellee”), in writing, that the Appellant elects
to appeal (the “Appeal”) the Arbitration Award (such notice, an “Appeal Notice”) to a panel of arbitrators
as provided in Paragraph 5.2 below. The date the Appellant delivers an Appeal Notice to the Appellee is referred to herein as the “Appeal
Date”. The Appeal Notice must be delivered to the Appellee in accordance with the provisions of Paragraph 4.1 above with respect
to delivery of an Arbitration Notice. In addition, together with delivery of the Appeal Notice to the Appellee, the Appellant must also
pay for (and provide proof of such payment to the Appellee together with delivery of the Appeal Notice) a bond in the amount of 110% of
the sum the Appellant owes to the Appellee as a result of the Arbitration Award the Appellant is appealing. In the event an Appellant
delivers an Appeal Notice to the Appellee (together with proof of payment of the applicable bond) in compliance with the provisions of
this Paragraph 5.1, the Appeal will occur as a matter of right and, except as specifically set forth herein, will not be further conditioned.
In the event a party does not deliver an Appeal Notice (along with proof of payment of the applicable bond) to the other party within
the deadline prescribed in this Paragraph 5.1, such party shall lose its right to appeal the Arbitration Award. If no party delivers an
Appeal Notice (along with proof of payment of the applicable bond) to the other party within the deadline described in this Paragraph
5.1, the Arbitration Award shall be final. The parties acknowledge and agree that any Appeal shall be deemed part of the parties’
agreement to arbitrate for purposes of these Arbitration Provisions and the Arbitration Act.


 


5.2 Selection
and Payment of Appeal Panel. In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment of
the applicable bond) in compliance with the provisions of Paragraph 5.1 above, the Appeal will be heard by a three (3) person arbitration
panel (the “Appeal Panel”).


 


 (a)  Within ten (10)
calendar days after the Appeal Date, the Appellee shall select and submit to the Appellant the names of ten (10) arbitrators that are
designated as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com) (such ten (10) designated
persons hereunder are referred to herein as the “Proposed Appeal Arbitrators”). For the avoidance of doubt, each Proposed
Appeal Arbitrator must be qualified as a “neutral” with Utah ADR Services, and shall not be the arbitrator who rendered the
Arbitration Award being appealed (the “Original Arbitrator”). Within five (5) calendar days after the Appellee has
submitted to the Appellant the names of the Proposed Appeal Arbitrators, the Appellant must select, by written notice to the Appellee,
three (3) of the Proposed Appeal Arbitrators to act as the members of the Appeal Panel. If the Appellant fails to select three (3) of
the Proposed Appeal Arbitrators in writing within such 5-day period, then the Appellee may select such three (3) arbitrators from the
Proposed Appeal Arbitrators by providing written notice of such selection to the Appellant.


 


 (b)  If the Appellee
fails to submit to the Appellant the names of the Proposed Appeal Arbitrators within ten (10) calendar days after the Appeal Date pursuant
to subparagraph (a) above, then the Appellant may at any time prior to the Appellee so designating the Proposed Appeal Arbitrators, identify
the names of five (5) arbitrators that are designated as “neutrals” or qualified arbitrators by Utah ADR Service (none of
whom may be the Original Arbitrator) by written notice to the Appellee. The Appellee may then, within five (5) calendar days after the
Appellant has submitted notice of its selected arbitrators to the Appellee, select, by written notice to the Appellant, three (3) of such
selected arbitrators to serve on the Appeal Panel. If the Appellee fails to select in writing within such 5-day period three (3) of the
arbitrators selected by the Appellant to serve as the members of the Appeal Panel, then the Appellant may select the three (3) members
of the Appeal Panel from the Appellant’s list of five (5) arbitrators by providing written notice of such selection to the Appellee.


 




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 (c)  If a selected
Proposed Appeal Arbitrator declines or is otherwise unable to serve, then the party that selected such Proposed Appeal Arbitrator may
select one (1) of the other five (5) designated Proposed Appeal Arbitrators within three (3) calendar days of the date a chosen Proposed
Appeal Arbitrator declines or notifies the parties he or she is unable to serve as an arbitrator. If at least three (3) of the five (5)
designated Proposed Appeal Arbitrators decline or are otherwise unable to serve, then the Proposed Appeal Arbitrator selection process
shall begin again in accordance with this Paragraph 5.2; provided, however, that any Proposed Appeal Arbitrators who have already
agreed to serve shall remain on the Appeal Panel.


 


 (d) The date that
all three (3) Proposed Appeal Arbitrators selected pursuant to this Paragraph 5.2 agree in writing (including via email) delivered to
both the Appellant and the Appellee to serve as members of the Appeal Panel hereunder is referred to herein as the “Appeal Commencement
Date”. No later than five (5) calendar days after the Appeal Commencement Date, the Appellee shall designate in writing (including
via email) to the Appellant and the Appeal Panel the name of one (1) of the three (3) members of the Appeal Panel to serve as the lead
arbitrator in the Appeal proceedings. Each member of the Appeal Panel shall be deemed an arbitrator for purposes of these Arbitration
Provisions and the Arbitration Act, provided that, in conducting the Appeal, the Appeal Panel may only act or make determinations upon
the approval or vote of no less than the majority vote of its members, as announced or communicated by the lead arbitrator on the Appeal
Panel. If an arbitrator on the Appeal Panel ceases or is unable to act during the Appeal proceedings,
a replacement arbitrator shall be chosen in accordance with Paragraph 5.2 above to continue the Appeal as a member of the Appeal Panel.
If Utah ADR Services ceases to exist or to provide a list of neutrals, then the arbitrators for the Appeal Panel shall be selected
under the then prevailing rules of the American Arbitration Association.


 


 (d)  Subject to Paragraph
5.7 below, the cost of the Appeal Panel must be paid entirely by the Appellant.


 


5.3 Appeal
Procedure. The Appeal will be deemed an appeal of the entire Arbitration Award. In conducting the Appeal, the Appeal Panel shall conduct
a de novo review of all Claims described or otherwise set forth in the Arbitration Notice. Subject to the foregoing and all other provisions
of this Paragraph 5, the Appeal Panel shall conduct the Appeal in a manner the Appeal Panel considers appropriate for a fair and expeditious
disposition of the Appeal, may hold one or more hearings and permit oral argument, and may review all previous evidence and discovery,
together with all briefs, pleadings and other documents filed with the Original Arbitrator (as well as any documents filed with the Appeal
Panel pursuant to Paragraph 5.4(a) below). Notwithstanding the foregoing, in connection with the Appeal, the Appeal Panel shall not permit
the parties to conduct any additional discovery or raise any new Claims to be arbitrated, shall not permit new witnesses or affidavits,
and shall not base any of its findings or determinations on the Original Arbitrator’s findings or the Arbitration Award.


 


5.4 Timing.



 


(a) Within seven (7) calendar
days of the Appeal Commencement Date, the Appellant (i) shall deliver or cause to be delivered to the Appeal Panel copies of the Appeal
Notice, all discovery conducted in connection with the Arbitration, and all briefs, pleadings and other documents filed with the Original
Arbitrator (which material Appellee shall have the right to review and supplement if necessary), and (ii) may, but is not required to,
deliver to the Appeal Panel and to the Appellee a Memorandum in Support of the Appellant’s arguments concerning or position with
respect to all Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration. Within seven (7) calendar days
of the Appellant’s delivery of the Memorandum in Support, as applicable, the Appellee shall deliver to the Appeal Panel and to
the Appellant a Memorandum in Opposition to the Memorandum in Support. Within seven (7) calendar days of the Appellee’s delivery
of the Memorandum in Opposition, as applicable, the Appellant shall deliver to the Appeal Panel and to the Appellee a Reply Memorandum
to the Memorandum in Opposition. If the Appellant shall fail to substantially comply with the requirements of clause (i) of this subparagraph
(a), the Appellant shall lose its right to appeal the Arbitration Award, and the Arbitration Award shall be final. If the Appellee shall
fail to deliver the Memorandum in Opposition as required above, or if the Appellant shall fail to deliver the Reply Memorandum as required
above, then the Appellee or the Appellant, as the case may be, shall lose its right to so deliver the same, and the Appeal shall proceed
regardless.





 


(b)  Subject
to subparagraph (a) above, the parties hereby agree that the Appeal must be heard by the Appeal Panel within thirty (30) calendar days
of the Appeal Commencement Date, and that the Appeal Panel must render its decision within thirty (30) calendar days after the Appeal
is heard (and in no event later than sixty (60) calendar days after the Appeal Commencement Date).


 






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5.5 Appeal
Panel Award. The Appeal Panel shall issue its decision (the “Appeal Panel Award”) through the lead arbitrator on
the Appeal Panel. Notwithstanding any other provision contained herein, the Appeal Panel Award shall (a) supersede in its entirety and
make of no further force or effect the Arbitration Award (provided that any protective orders issued by the Original Arbitrator shall
remain in full force and effect), (b) be final and binding upon the parties, with no further rights of appeal, (c) be the sole and exclusive
remedy between the parties regarding any Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration, and (d)
be promptly payable in United States dollars free of any deduction or offset (with respect to monetary awards). Any costs or fees, including
without limitation attorneys’ fees, incurred in connection with or incident to enforcing the Appeal Panel Award shall, to the maximum
extent permitted by law, be charged against the party resisting such enforcement. The Appeal Panel Award shall include Default Interest
(with respect to monetary awards) at the rate specified in the Note for Default Interest both before and after the Arbitration Award.
Judgment upon the Appeal Panel Award will be entered and enforced by a state or federal court sitting in Salt Lake County, Utah.


 


5.6 Relief.
The Appeal Panel shall have the right to award or include in the Appeal Panel Award any relief which the Appeal Panel deems proper
under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the Appeal Panel may
not award exemplary or punitive damages.


 


5.7 Fees
and Costs. As part of the Appeal Panel Award, the Appeal Panel is hereby directed to require the losing party (the party being awarded
the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory fines,
penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration and
the Appeal Panel, and (b) reimburse the prevailing party (the party being awarded the most amount of money by the Appeal Panel, which,
for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges awarded to any
part) the reasonable attorneys’ fees, arbitrator and Appeal Panel costs and fees, deposition costs, other discovery costs, and other
expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration (including without limitation
in connection with the Appeal).


 


6.  Miscellaneous.


 


6.1 Severability.
If any part of these Arbitration Provisions is found to violate or be illegal under applicable law, then such provision shall be modified
to the minimum extent necessary to make such provision enforceable under applicable law, and the remainder of the Arbitration Provisions
shall remain unaffected and in full force and effect.


 


6.2 Interpretation.
The headings of these Arbitration Provisions are for convenience of reference only and shall not form part of, or affect the interpretation
of, these Arbitration Provisions.


 


6.3 Waiver.
No waiver of any provision of these Arbitration Provisions shall be effective unless it is in the form of a writing signed by the party
granting the waiver.


 


6.4 Time
is of the Essence. Time is expressly made of the essence with respect to each and every provision of these Arbitration Provisions.


 


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