0001213900-26-101472 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 18th, 2026 • ReTo Eco-Solutions, Inc. • Abrasive, asbestos & misc nonmetallic mineral prods • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of September 17, 2026, between ReTo Eco-Solutions, Inc., a BVI business company incorporated in the British Virgin Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • September 18th, 2026 • ReTo Eco-Solutions, Inc. • Abrasive, asbestos & misc nonmetallic mineral prods • New York

This letter (the “Agreement”) constitutes the agreement by and between Univest Securities, LLC (“Univest” or the “Placement Agent”) and ReTo Eco-Solutions, Inc., a BVI business company incorporated in the British Virgin Islands (the “Company”), pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placements (the “Placements”) via a registered direct offering of Class A shares of the Company, no par value per share, of the Company (“Class A Share”), and the Warrants to purchase Class A Shares (the “Securities”). The terms of the Placements and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein shall be deemed to mean that the Placement Agent would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete