Exhibit 4.1


 


NEITHER THIS NOTE NOR THE SECURITIES INTO
WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE.
THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 


EOS
Energy Enterprises, Inc.


 


Convertible
Promissory Note


 


	Original Principal Amount: $7,500,000



Issuance Date: June 13, 2022


Number: EOSE-1


 


FOR VALUE RECEIVED, EOS
ENERGY ENTERPRISES, INC., a Delaware corporation (the “Company”), hereby promises to pay to the order of YA II PN,
LTD., or its registered assigns (the “Holder”), the amount set out above as the Original Principal Amount (as reduced
pursuant to the terms hereof pursuant to repayment, redemption, conversion or otherwise, the “Principal”) and Payment
Premium, in each case when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case
in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable
Interest Rate (as defined below) from the date set out above as the Issuance Date (the “Issuance Date”) until the same
becomes due and payable, whether upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance
with the terms hereof). Certain capitalized terms used herein are defined in Section 15. For the avoidance of doubt, the Issuance Date
is the date of the first issuance of this Convertible Promissory Note (the “Note”) regardless of the number of transfers
and regardless of the number of instruments, which may be issued to evidence such Note. This Note was issued with a 2% original issue
discount.


 


This Note is being issued pursuant
to Section 2.05 of the Standby Equity Purchase Agreement dated April 28, 2022, as amended by Amendment No. 1 thereto, dated June 13, 2022,
and as supplemented by the supplemental agreement date June 13, 2022 (the “SEPA”) between the Company and the Holder.


 


(1) GENERAL
TERMS


 


(a) Maturity
Date. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all then outstanding Principal, plus
the Payment Premium, and all accrued and unpaid Interest. The “Maturity Date” shall be September 15, 2022. This Note
may be redeemed in accordance with Sections 1(c) and 1(d) hereof.


 




     


     


    

 


(b) Interest
Rate and Payment of Interest. Interest shall not accrue on the outstanding principal balance hereof unless and until there is an Event
of Default. Upon the occurrence of an Event of Default, interest shall accrue at a rate of 15% per year (the “Interest Rate”)
until collected in full. Interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed, to the extent
permitted by applicable law.


 


(c) Mandatory
Repayments. The Company shall, at its own option, either (i) repay in cash each Installment Amount set forth on the Repayment Schedule
on or before each applicable Repayment Date, (ii) repay each Installment Amount by submitting an Advance Notice (an “Advance
Repayment”) with an Advance Date on or before each applicable Repayment Date, or (iii) repay in a combination of a cash repayment
or an Advance Repayment. In respect of any Installment Amount to be repaid by the Company in cash, the Company shall pay to the Holder
the Installment Amount to be paid to the Holder, plus the Payment Premium, by wire transfer of immediately available funds in cash on
or before such Repayment Date. If the Company elects an Advance Repayment, then the Company shall deliver an Advance Notice to the Holder
in accordance with the terms and conditions of the SEPA requesting an advance amount equal to the Installment Amount, or portion thereof,
to be paid by an Advance Repayment, that will have an Advance Date on or before the applicable Installment Date, which Advance Notice
shall specify the Installment Amount, or portion thereof, to be repaid pursuant to such Advance Repayment. Upon the closing of such Advance
Notice in accordance with Section 2.02 of the SEPA, the Holder shall offset the amount due to be paid by the Holder to the Company under
the SEPA against the portion of the Installment Amount to be paid by the Advance Repayment. If any portion of the Installment Amount remains
unpaid at the applicable Repayment Date, the Borrower shall repay such outstanding Installment Amount as a cash repayment. For the avoidance
of doubt, the Payment Premium shall not apply in respect of any Installment Amount directly offset by an Advance Repayment but shall apply
to any cash payments.


 


(d) Optional
Redemption. The Company at its option shall have the right, but not the obligation, to redeem (“Optional Redemption”)
early a portion or all amounts outstanding under this Note as described in this Section; provided that (i) the Company provides
the Holder with at least five Trading Days’ prior written notice (each, a “Redemption Notice”) of its desire
to exercise an Optional Redemption, and (ii) the VWAP of the Company’s Common Stock on each of the ten Trading Days immediately
prior to the Redemption Notice is less than the Conversion Price, Each Redemption Notice shall be irrevocable and shall specify the outstanding
balance of the Note to be redeemed. The “Redemption Amount” shall be equal to the outstanding Principal balance being
redeemed by the Company, plus the Payment Premium, plus all accrued and unpaid interest. After receipt of the Redemption Notice, the Holder
shall have five Trading Days to elect to convert all or any portion of this Note. On the sixth Trading Day after the Redemption Notice,
the Company shall deliver to the Holder the Redemption Amount with respect to the Principal amount redeemed after giving effect to conversions
effected during the five Trading Day period. The Holder may convert all or any part of this Note after receiving a Redemption Notice,
in which case the Redemption Amount shall be reduced by the amount so converted.


 






    2


     


    

 


(2) EVENTS
OF DEFAULT.


 


(a) An
“Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether it
shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order,
rule or regulation of any administrative or governmental body):


 


(i) the
Company’s failure to pay to the Holder any amount of Principal, Payment Premium, Interest, or other amounts when and as due under this
Note or any other Transaction Document after such payment is due;


 


(ii) The
Company or any subsidiary of the Company shall commence, or there shall be commenced against the Company or any subsidiary of the Company
under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or any subsidiary
of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or any subsidiary
of the Company or there is commenced against the Company or any subsidiary of the Company any such bankruptcy, insolvency or other proceeding
which remains undismissed for a period of 61 days; or the Company or any subsidiary of the Company is adjudicated insolvent or bankrupt;
or any order of relief or other order approving any such case or proceeding is entered; or the Company or any subsidiary of the Company
suffers any appointment of any custodian, private or court appointed receiver or the like for it or any substantial part of its property
which continues undischarged or unstayed for a period of sixty one (61) days; or the Company or any subsidiary of the Company makes a
general assignment for the benefit of creditors; or the Company or any subsidiary of the Company shall fail to pay, or shall state that
it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company or any subsidiary of the Company
shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company
or any subsidiary of the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in
any of the foregoing; or any corporate or other action is taken by the Company or any subsidiary of the Company for the purpose of effecting
any of the foregoing;


 


(iii) The
Company or any subsidiary of the Company shall default beyond applicable grace and cured periods in any of its obligations under any other
debenture or any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which
there may be issued, or by which there may be secured or evidenced any indebtedness for borrowed money or money due under any long term
leasing or factoring arrangement of the Company or any subsidiary of the Company in an amount exceeding $1,000,000, whether such indebtedness
now exists or shall hereafter be created and such default shall result in such indebtedness becoming or being declared due and payable;


 


(iv) The
Common Stock shall cease to be quoted or listed for trading, fail to have a bid price or VWAP, or fail to maintain a trading market on
any Primary Market, for a period of 10 consecutive Trading Days;


 


(v) The
Company or any subsidiary of the Company shall be a party to any Change of Control Transaction (as defined in Section 15) unless in connection
with such Change of Control Transaction this Note is retired;


 




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(vi) the
Company’s (A) failure to deliver the required number of shares of Common Stock to the Holder within 2 Trading Days after the applicable
Delivery Date or (B) notice, written or oral, to the Holder of the Note, including by way of public announcement, at any time, of its
intention not to comply with a request for conversion of this Note into shares of Common Stock that is tendered in accordance with the
provisions of the Debentures;


 


(vii) the
Company shall fail for any reason to deliver the payment in cash pursuant to a Buy-In (as defined herein) within five (5) Business Days
after such payment is due;


 


(viii) The
Company shall fail to observe or perform any other material covenant, agreement or warranty contained in, or otherwise commit any material
breach or default of any provision of this Note (except as may be covered by Section 2(a)(i) through 2(a)(vii) hereof) or any Transaction
Document (as defined in Section 15) which is not cured within any cure period prescribed therein.


 


(b) During
the time that any portion of this Note is outstanding, if any Event of Default has occurred and is continuing, the full unpaid Principal
amount of this Note and the Payment Premium, together with interest and other amounts owing in respect thereof, to the date of acceleration
shall become at the Holder’s election, immediately due and payable in cash. Furthermore, in addition to any other remedies, the Holder
shall have the right (but not the obligation) to convert this Note (subject to the limitations set out in Section 3(c) at any time after
(x) an Event of Default or (y) the Maturity Date at the Conversion Price. The Holder need not provide and the Company hereby waives any
presentment, demand, protest or other notice of any kind, (other than required notice of conversion) and the Holder may immediately enforce
any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be
rescinded and annulled by Holder at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event
of Default or impair any right consequent thereon.


 


(3) CONVERSION OF
NOTE. This Note shall be convertible into shares of the Company’s Common Stock, on the terms and conditions set forth in this
Section 3.


 


(a) Conversion
Right. Subject to the provisions of this Section 3, at any time or times on or after the Issuance Date, the Holder shall be entitled
to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into fully paid and nonassessable shares of
Common Stock, at the Conversion Price. The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant
to this Section 3(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion
Rate”). The Company shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result
in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up or down
to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the
issuance and delivery of Common Stock upon conversion of any Conversion Amount.


 


(i) “Conversion
Amount” means the portion of the Principal to be converted, redeemed or otherwise with respect to which this determination is
being made.


 


(ii) “Conversion
Price” means $2.21.


 






    4


     


    

 


(b) Mechanics
of Conversion.


 


(i) Optional
Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the
Holder shall (A) transmit by email with confirmation of delivery (or otherwise deliver by method set forth in Section 5), for receipt
on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit
I (the “Conversion Notice”) to the Company and (B) if required by Section 3(c)(ii), surrender this Note to a nationally
recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company
with respect to this Note in the case of its loss, theft or destruction). On or before the third (3rd) Business Day following
the date of receipt of a Conversion Notice (the “Share Delivery Date”), the Company shall issue and deliver to the
address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of
shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required
pursuant to rules and regulations of the Commission. Any shares of Common Stock issued upon conversion shall bear customary restrictive
legends regarding restrictions on transfers under the applicable securities laws. If this Note is physically surrendered for conversion
and the outstanding balance of this Note is greater than the portion of the Conversion Amount being converted, then the Company shall
as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and
deliver to the holder a new Note representing the outstanding balance not converted. The Person or Persons entitled to receive the shares
of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares
of Common Stock upon the receipt of a Conversion Notice.


 


(ii) Company’s
Failure to Timely Convert. If within three (3) from the Share Delivery Date the Company shall fail to issue and deliver a certificate
to the Holder or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled
upon such holder’s conversion of any Conversion Amount (a “Conversion Failure”), and if on or after such Trading Day
the Holder purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by the Holder of Common
Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company
shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in
an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the
shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate
(and to issue such Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates
representing such Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product
of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Conversion Date.


 




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(iii) Book-Entry.
Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof,
the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by
this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion
Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing
the Principal converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the
Company, so as not to require physical surrender of this Note upon conversion.


 


(c) Limitations
on Conversions.


 


(i) Beneficial
Ownership. The Holder shall not have the right to convert any portion of this Note to the extent that after giving effect to such
conversion, the Holder, together with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of
the Exchange Act and the rules promulgated thereunder) in excess of 9.99% of the number of shares of Common Stock outstanding immediately
after giving effect to such conversion. Since the Holder will not be obligated to report to the Company the number of shares of Common
Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common
Stock in excess of 9.99% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned
by the Holder or an affiliate thereof, the Holder shall have the authority, responsibility and obligation to determine whether the restriction
contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation
contained in this Section applies, the determination of which portion of the Principal amount of this Note is convertible shall be the
responsibility and obligation of the Holder. The provisions of this Section may be waived by a Holder (but only as to itself and not to
any other Holder) upon not less than 65 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.


 


(ii) Principal
Market Limitations. Notwithstanding anything in this Note to the contrary, the Company shall not issue any shares of Common Stock
upon conversion of this Note, or otherwise, if the issuance of such Common Stock, together with any Common Stock issued in connection
the SEPA and with any other related transactions that may be considered part of the same series of transactions, would exceed the aggregate
number of shares of Common Stock that the Company may issue in a transaction in compliance with the Company’s obligations under
the rules or regulations of Nasdaq Stock Market LLC (the “Nasdaq”) and shall be referred to as the “Exchange
Cap,” except that such limitation shall not apply if the Company’s stockholders have approved issuances in excess of the
Exchange Cap in accordance with the rules of the Nasdaq.


 


(d) Other
Provisions.


 


(i) The
Company shall at all times reserve and keep available out of its authorized Common Stock the full number of shares of Common Stock issuable
upon conversion of all outstanding amounts under this Note, and within three (3) Business Days following the receipt by the Company of
a Holder’s notice that such minimum number of Underlying Shares is not so reserved, the Company shall promptly reserve a sufficient number
of shares of Common Stock to comply with such requirement.


 




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(ii) All
calculations under this Section 3 shall be rounded to the nearest $0.0001 or whole share.


 


(iii) Nothing
herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 2 herein for the Company’s
failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein and such Holder
shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief, in each case without the need to post a bond or provide other security. The exercise of any such rights shall
not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.


 


(iv) Conversion
Costs. The Company agrees to reimburse the Holder for all reasonable costs incurred by the Holder in connection with any legal opinions
paid for by the Holder in connection with sale of Underlying Shares (provided that the Company has first had the opportunity to obtain
such a legal opinion on behalf of the Holder). The Holder shall notify the Company of any such costs and expenses it incurs that are referred
to in this section from time to time and all amounts owed hereunder shall be paid by the Company with reasonable promptness.


 


(e) Adjustments
to Conversion Price upon Subdivision or Combination of Common Stock. If the Company, at any time while this Note is outstanding, shall
(a) pay a stock dividend or otherwise make a distribution or distributions on its Common Stock or any other equity or equity equivalent
securities payable in shares which results in an increase in the number of outstanding Common Stock, (b) subdivide its outstanding Common
Stock into a larger number, or (c) combine (including by way of reverse share split) outstanding Common Stock into a smaller number, then
the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding
treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding
after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the
case of a subdivision or combination.


 


(f) Whenever
the Conversion Price is adjusted pursuant to Section 3 hereof, the Company shall promptly mail to the Holder a notice setting forth the
Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.


 




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(g) In
case of any (1) merger or consolidation of the Company or any subsidiary of the Company controlling more than one-half of the assets of
the Company with or into another Person not affiliated with the Company, or (2) sale by the Company or any subsidiary of the Company of
more than one-half of the assets of the Company in one or a series of related transactions, the Holder shall have the right to (A) exercise
any rights under Section (3), (B) convert the aggregate amount of this Note then outstanding into the shares of stock and other securities,
cash and property receivable upon or deemed to be held by holders shares of Common Stock following such merger, consolidation or sale,
and such Holder shall be entitled upon such event or series of related events to receive such amount of securities, cash and property
as the shares of Common Stock into which such aggregate Principal amount of this Note could have been converted immediately prior to such
merger, consolidation or sales would have been entitled, or (C) in the case of a merger or consolidation, require the surviving entity
to issue to the Holder a Convertible Note with a Principal amount equal to the aggregate Principal amount of this Note then held by such
Holder, plus all accrued and unpaid interest and other amounts owing thereon, which such newly issued Convertible Note shall have terms
identical (including with respect to conversion) to the terms of this Note, and shall be entitled to all of the rights and privileges
of the Holder of this Note set forth herein and the agreements pursuant to which this Notes were issued. In the case of clause (C), the
conversion price applicable for the newly issued Convertible Notes shall be based upon the amount of securities, cash and property that
each share of Common stock would receive in such transaction and the Conversion Price in effect immediately prior to the effectiveness
or closing date for such transaction. The terms of any such merger, sale or consolidation shall include such terms so as to continue to
give the Holder the right to receive the securities, cash and property set forth in this Section upon any conversion or redemption following
such event. This provision shall similarly apply to successive such events.


 


(4) REISSUANCE
OF THIS NOTE.


 


(a) Transfer.
If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and
deliver upon the order of the Holder a new Note (in accordance with Section 4(d)), registered in the name of the registered transferee
or assignee, representing the outstanding Principal being transferred by the Holder (along with any accrued and unpaid interest thereof)
and, if less then the entire outstanding Principal is being transferred, a new Note (in accordance with Section 4(d)) to the Holder representing
the outstanding Principal not being transferred. The Holder and any assignee, by acceptance of this Note benture, acknowledge and agree
that, by reason of the provisions of Section 3(c)(ii) following conversion, repayment, or redemption of any portion of this Note, the
outstanding Principal represented by this Note may be less than the Principal stated on the face of this Note.


 


(b) Lost,
Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company
in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver
to the Holder a new Note (in accordance with Section 4(d)) representing the outstanding Principal.


 


(c) Note
Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal office
of the Company, for a new Note or Notes (in accordance with Section 4(d)) representing in the aggregate the outstanding Principal of this
Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the time of such
surrender.


 




    8


     


    

 


(d) Issuance
of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall be
of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or
in the case of a new Note being issued pursuant to Section 4(a) or Section 4(c), the Principal designated by the Holder which, when added
to the principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal remaining outstanding
under this Note immediately prior to such issuance of new Noted), (iii) shall have an issuance date, as indicated on the face of such
new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and (v) shall
represent accrued and unpaid Interest from the Issuance Date.


 


(5) NOTICES. Any
notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing and will
be deemed to have been delivered: upon the later of (A) either (i) receipt, when delivered personally or (ii) one (1) Business Day after
deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the
same and (B) receipt, when sent by e-mail. The addresses and e-mail addresses for such communications shall be:


 


	
    If to the Company, to:
	
    Eos Energy Enterprises, Inc.

    3920 Park Avenue

    Edison, New Jersey 08820

    Attention:  Melissa Berube

    Telephone: (732) 983-1753

    E-Mail:  mberube@eose.com and legal@eose.com

     

    With a copy to:

    Davis Polk & Wardwell LLP

    450 Lexington Avenue

    New York, New York 10017

    Attention: Roshni Banker Cariello

    Telephone: (212) 450-4733

    Email: roshni.cariello@davispolk.com

     

	If to the Holder:	
    YA II PN, Ltd

    c/o Yorkville Advisors Global, LLC

    1012 Springfield Avenue

    Mountainside, NJ 07092

    Attention: Mark Angelo

    Telephone: 201-985-8300

    Email: Legal@yorkvilleadvisors.com



 


or at such other address and/or
e-mail address and/or to the attention of such other person as the recipient party has specified by written notice given to each other
party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of
such notice, consent, waiver or other communication, (ii) electronically generated upon sending the e-mail or (iii) provided by a nationally
recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by e-mail or receipt from a nationally
recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 




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(6) Except
as expressly provided herein, no provision of this Note shall alter or impair the obligations of the Company, which are absolute and unconditional,
to pay the principal of, interest and other charges (if any) on, this Note at the time, place, and rate, and in the coin or currency,
herein prescribed. This Note is a direct obligation of the Company.


 


(7) This
Note shall not entitle the Holder to any of the rights of a stockholder of the Company, including without limitation, the right to vote,
to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders or any other proceedings
of the Company, unless and to the extent converted into shares of Common Stock in accordance with the terms hereof.


 


(8) After
the Issuance Date, without the Holder’s consent, the Company will not and will not permit any of their subsidiaries to, directly
or indirectly, enter into, create, incur, assume or suffer to exist any indebtedness of any kind, on or with respect to any of its property
or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom that is senior in any respect to
the obligations of the Company under this Note.


 


(9) This
Note shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflicts of laws
thereof. Each of the parties consents to the jurisdiction of the Courts of the State of New York sitting in New York County, New York
and the U.S. District Court for the Southern District of New York sitting in New York County, New York in connection with any dispute
arising under this Note and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum
non conveniens to the bringing of any such proceeding in such jurisdictions.


 


(10) If
the Company fails to strictly comply with the terms of this Note, then the Company shall reimburse the Holder promptly for all fees, costs
and expenses, including, without limitation, attorneys’ fees and expenses incurred by the Holder in any action in connection with
this Note, including, without limitation, those incurred: (i) during any workout, attempted workout, and/or in connection with the rendering
of legal advice as to the Holder’s rights, remedies and obligations, (ii) collecting any sums which become due to the Holder, (iii)
defending or prosecuting any proceeding or any counterclaim to any proceeding or appeal; or (iv) the protection, preservation or enforcement
of any rights or remedies of the Holder.


 


(11) Any
waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach
of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to any
term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Note. Any waiver must be in writing.


 




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(12) If
any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision
is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall
be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable
rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to
the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or
any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force,
or which may affect the covenants or the performance of this Note, and the Company (to the extent it may lawfully do so) hereby expressly
waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded
the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law
has been enacted.


 


(13) Whenever
any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding
Business Day.


 


(14) THE
PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DOCUMENT OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES’
ACCEPTANCE OF THIS AGREEMENT.


 


(15) CERTAIN DEFINITIONS
 For purposes of this Note, the following terms shall have the following meanings:


 


(a) “Advance
Date” shall have the meaning given to it in the SEPA


 


(b) “Advance
Notice” shall have the meaning given to it in the SEPA.


 


(c) “Advance
Repayment” shall have the meaning given to it in Section 1(c).


 


(d) “Bloomberg”
means Bloomberg Financial Markets.


 


(e) “Business
Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day
on which banking institutions are authorized or required by law or other government action to close.


 


(f) “Change
of Control Transaction” means the occurrence of (a) an acquisition after the Issuance Date by an individual or legal entity
or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal
or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty percent (50%) of the voting securities
of the Company (except that the acquisition of voting securities by the Holder or any other current holder of convertible securities of
the Company shall not constitute a Change of Control Transaction for purposes hereof), (b) a replacement at one time or over time of more
than one-half of the members of the board of directors of the Company (other than as due to the death or disability of a member of the
board of directors) which is not approved by a majority of those individuals who are members of the board of directors on the Issuance
Date (or by those individuals who are serving as members of the board of directors on any date whose nomination to the board of directors
was approved by a majority of the members of the board of directors who are members on the Issuance Date), (c) the merger, consolidation
or sale of fifty percent (50%) or more of the assets of the Company or any subsidiary of the Company in one or a series of related transactions
with or into another entity, or (d) the execution by the Company of an agreement to which the Company is a party or by which it is bound,
providing for any of the events set forth above in (a), (b) or (c). No transfer to a wholly-owned subsidiary shall be deemed a Change
of Control Transaction under this provision.


 




    11


     


    

 


(g) “Closing
Bid Price” means the price per share in the last reported trade of the Common Stock on a Primary Market or on the exchange which
the Common Stock is then listed as quoted by Bloomberg.


 


(h) “Commission”
means the U.S. Securities and Exchange Commission.


 


(i) “Common
Stock” means the common stock, par value $0.0001, of the Company and stock of any other class into which such shares may hereafter
be changed or reclassified.


 


(j) “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(k) “Installment
Amount” means the Principal amount and accrued and unpaid interest due on each Repayment Date as set out under the column ‘Installment
Amount” in the Repayment Schedule, as adjusted for any optional redemption in accordance with Section 1(d), or any conversions in
accordance with Section 3(a), if applicable.


 


(l) “Person”
means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof
or a governmental agency.


 


(m) “Primary
Market” means the Nasdaq Capital Market.


 


(n) “Payment
Premium” means an amount equal to 3% of the Principal amount of a payment being made by the Company in cash.


 


(o) “Repayment
Date” means each date under the heading “Repayment Date” as set forth on the Repayment Schedule.


 


(p) “Repayment
Schedule” means the schedule of repayments as set out on Exhibit II, or such other schedule of repayments as the parties may
agree in writing from time to time.


 


(q) “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


(r) “Trading
Day” means a day on which the shares of Common Stock are quoted or traded on a Primary Market on which the shares of Common
Stock are then quoted or listed; provided, that in the event that the shares of Common Stock are not listed or quoted, then Trading Day
shall mean a Business Day.


 


(s) “Transaction
Documents” means any existing or future agreement between the Company and the Holder.


 


(t) “Underlying
Shares” means the shares of Common Stock issuable upon conversion of this Note in accordance with the terms hereof.


 


(u) “VWAP”
means, for any Trading Day, the daily volume weighted average price of the Common Stock for such Trading Day on the Principal Market during
regular trading hours as reported by Bloomberg.


 




    12


     


    

 


IN WITNESS WHEREOF,
the Company has caused this Convertible Promissory Note to be duly executed by a duly authorized officer as of the date set forth above.


 


	 	COMPANY:
	 	 
	 	EOS ENERGY ENTERPRISES, INC.
	 	
	 	By:	/s/ Randall Gonzales
	 	Name: 	Randall Gonzales
	 	Title:	 Chief Financial Officer



 




     


     


    

 


EXHIBIT I

CONVERSION NOTICE


 


(To be executed by the Holder in order to
Convert the NotePromissory)


 


	TO: 


 


The undersigned hereby irrevocably
elects to convert $                                     of the outstanding balance of Convertible Promissory Note, No. ESOE-1, into shares of Common Stock of EOS
ENERGY ENTERPRISES, INC., according to the conditions stated therein, as of the Conversion Date written below.


 


	Conversion Date:	                                                                                                                      
	 	 
	Conversion Amount to be converted:	$                                                                                                                    
	 	 
	Conversion Price:	$2.21                                                                                                            
	 	 
	Number of shares of Common Stock to be issued:	                                                                                                                      
	 	 
	 	
	Please issue the shares of Common Stock in the following name and to the following address:
	 
	Issue to:	
    

	 	 
	Authorized Signature:	                                                                                                                      
	 	 
	Name:	                                                                                                                      
	 	 
	Title:	                                                                                                                      
	 	 
	Broker DTC Participant Code:	
	 	 
	Account Number:	



 




     


     


    

 


EXHIBIT II

REPAYMENT SCHEUDLE


 


	Repayment Date	 	Principal	 	 	Interest(1)	 	 	Installment
 Amount	 	 	Payment
 Premium (3%)	 
	August 11, 2022	 	$	1,250,000.00	 	 	$	               -	 	 	$	1,250,000.00	 	 	$	37,500.00	 
	August 18, 2022	 	$	1,250,000.00	 	 	$	-	 	 	$	1,250,000.00	 	 	$	37,500.00	 
	August 25, 2022	 	$	1,250,000.00	 	 	$	-	 	 	$	1,250,000.00	 	 	$	37,500.00	 
	September 1, 2022	 	$	1,250,000.00	 	 	$	-	 	 	$	1,250,000.00	 	 	$	37,500.00	 
	September 8, 2022	 	$	1,250,000.00	 	 	$	-	 	 	$	1,250,000.00	 	 	$	37,500.00	 
	September 15, 2022	 	$	1,250,000.00	 	 	$	-	 	 	$	1,250,000.00	 	 	$	37,500.00	 
	Totals:	 	$	7,500,000	 	 	$	-	 	 	$	7,500,000.00	 	 	$	225,000	 




 


		(1)	No interest is payable except upon an Event of Default.