RETO · ReTo Eco-Solutions, Inc.

The Standstill Agreement addresses ReTo Eco-Solutions' failure to deliver 127,000 Class A Shares under a prior Purchase Notice dated April 23, 2026, tied to the Initial Pre-Paid Purchase with $3,165,000 original principal from June 16, 2025. In exchange for the Investor's forbearance from new Purchase Notices until May 31, 2026 and waiver of default remedies, the Company allows permanent retention of Pre-Delivery Shares and terminates repurchase rights under Section 11 of the Purchase Agreement. This provides temporary liquidity relief by halting share issuance demands during the Standstill Period. However, the Company faces a critical deadline: full repayment of the $3,209,101 Outstanding Balance (including 120% prepayment premium) by May 31, 2026 to terminate the agreement entirely. Failure triggers automatic addition of May interest and resumption of all original obligations, exposing the Company to renewed purchase demands and potential default remedies. The agreement ratifies all other Pre-Paid Purchase terms, reaffirms the Company's unconditional share issuance duty upon notices, and includes robust representations waiving defenses or counterclaims. Investors should note the heightened repayment urgency and risk of escalation if unmet, signaling ongoing financing pressures from the Transaction Documents.