ReTo Eco-Solutions, Inc. Securities Purchase Agreement and Loan Agreement

ReTo Eco-Solutions, Inc. entered into a securities purchase agreement for a private placement of 2,968,747 Class A shares and 5,937,494 warrants. The combined price was $1.28 per share and two associated warrants. The warrants have an initial exercise price of $1.28, subject to adjustments, with a floor price of $0.10. They expire five years from the initial exercise date. Additionally, the company entered into a loan agreement for $3,800,000, which was subsequently surrendered in exchange for shares issued in the private placement. The company plans to use the net proceeds for working capital and general corporate purposes. The transactions were conducted under Section 4(a)(2) and/or Regulation D of the Securities Act.