Exhibit
4.2


 


CONVERTIBLE
PROMISSORY NOTE #1 


 


	Effective
    Date: July 16, 2021	U.S.
    $3,170,000.00


 


FOR
VALUE RECEIVED, Shineco, Inc., a Delaware corporation (“Borrower”),
promises to pay to Streeterville Capital, LLC, a Utah limited liability company, or its
successors or assigns (“Lender”), $3,170,000.00 and any interest, fees, charges, and late fees accrued hereunder on
the date that is twelve (12) months after the Purchase Price Date (the “Maturity Date”) in accordance with the terms
set forth herein and to pay interest on the Outstanding Balance at the rate of six percent (6%) per annum from the Purchase Price Date
until the same is paid in full. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve
(12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of this Note. This Convertible Promissory
Note #1 (this “Note”) is issued and made effective as of July 16, 2021 (the “Effective Date”).
This Note is issued pursuant to that certain Securities Purchase Agreement dated July 16, 2021, as the same may be amended from time
to time, by and between Borrower and Lender (the “Purchase Agreement”). Certain capitalized terms used herein are
defined in Attachment 1 attached hereto and incorporated herein by this reference.


 


This
Note carries an OID of $150,000.00. In addition, Borrower agrees to pay $20,000.00 to Lender to cover Lender’s legal fees, accounting
costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the “Transaction
Expense Amount”), all of which amount is fully earned and included in the initial principal balance of this Note. The purchase
price for this Note shall be $3,000,000.00 (the “Purchase Price”), computed as follows: $3,170,000.00 original principal
balance, less the OID, less the Transaction Expense Amount. The Purchase Price shall be payable by Lender by wire transfer of immediately
available funds.


 


1.
Payment; Prepayment.


 


1.1.
Payment. All payments owing hereunder shall be in lawful money of the United States of America or Redemption Conversion Shares
(as defined below), as provided for herein, and delivered to Lender at the address or bank account furnished to Borrower for that purpose.
All payments shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and
unpaid interest, and thereafter, to (d) principal.


 


1.2.
Prepayment. Notwithstanding the foregoing, Borrower shall have the right to prepay all or any portion of the Outstanding Balance
(less such portion of the Outstanding Balance for which Borrower has received a Redemption Notice (as defined below) from Lender where
the applicable Redemption Conversion Shares have not yet been delivered). If Borrower exercises its right to prepay this Note, Borrower
shall make payment to Lender of an amount in cash equal to 120% multiplied by the portion of the Outstanding Balance Borrower elects
to prepay.


 


2.
Security. This Note is unsecured.


 


3.
Redemption.


 


3.1.
Redemption Conversion Price. Subject to the adjustments set forth herein, the conversion price for each Redemption Conversion
(as defined below) shall be calculated pursuant to the following formula: 80% multiplied by the lowest daily VWAP during the fifteen
(15) Trading Days immediately preceding the applicable Redemption Conversion (the “Redemption Conversion Price”).


 




    	 



    	 



    

 


3.2.
Redemptions. Beginning on the earlier of (a) the date that is six (6) months after the Purchase Price Date, and (b) the filing
date of the Prospectus Supplement (as defined in the Purchase Agreement), Lender shall have the right, exercisable at any time in its
sole and absolute discretion, to redeem any amount of the Note (such amount, the “Redemption Amount”) at any time
by providing Borrower with a notice substantially in the form attached hereto as Exhibit A (each, a “Redemption Notice”,
and each date on which Lender delivers a Redemption Notice, a “Redemption Date”). For the avoidance of doubt, Lender
may submit to Borrower one (1) or more Redemption Notices in any given calendar month. Payments of each Redemption Amount may be made
(a) in cash, or (b) by converting such Redemption Amount into shares of Common Stock (the “Redemption Conversion Shares”)
in accordance with this Section 3.2 (each, a “Redemption Conversion”) per the following formula: the number of Redemption
Conversion Shares equals the portion of the applicable Redemption Amount being converted divided by the Redemption Conversion Price,
or (c) by any combination of the foregoing, so long as the cash is delivered to Lender on the third (3rd) Trading Day immediately
following the applicable Redemption Date and the Redemption Conversion Shares are delivered to Lender on or before the applicable Delivery
Date (as defined below). Notwithstanding the foregoing, Borrower will not be entitled to elect a Redemption Conversion with respect to
any portion of any applicable Redemption Amount and shall be required to pay the entire amount of such Redemption Amount in cash, if
on the applicable Redemption Date there is an Equity Conditions Failure, and such failure is not waived in writing by Lender. Notwithstanding
that failure to repay this Note in full by the Maturity Date is an Event of Default, the Redemption Dates shall continue after the Maturity
Date pursuant to this Section 3.2 until the Outstanding Balance is repaid in full.


 


3.3.
Allocation of Redemption Amounts. Following its receipt of a Redemption Notice, Borrower may either ratify Lender’s proposed
allocation in the applicable Redemption Notice or elect to change the allocation by written notice to Lender by email or fax within twenty-four
(24) hours of its receipt of such Redemption Notice, so long as the sum of the cash payments and the amount of Redemption Conversions
equal the applicable Redemption Amount. If Borrower fails to notify Lender of its election to change the allocation prior to the deadline
set forth in the previous sentence, it shall be deemed to have ratified and accepted the allocation set forth in the applicable Redemption
Notice prepared by Lender. Borrower acknowledges and agrees that the amounts and calculations set forth thereon are subject to correction
or adjustment because of error, mistake, or any adjustment resulting from an Event of Default or other adjustment permitted under the
Transaction Documents (an “Adjustment”). Furthermore, no error or mistake in the preparation of such notices, or failure
to apply any Adjustment that could have been applied prior to the preparation of a Redemption Notice may be deemed a waiver of Lender’s
right to enforce the terms of any Note, even if such error, mistake, or failure to include an Adjustment arises from Lender’s own
calculation. Borrower shall deliver the Redemption Conversion Shares from any Redemption Conversion to Lender in accordance with Section
8 below on or before each applicable Delivery Date. If Borrower elects to pay a Redemption Amount in cash, such payment must be delivered
no later than the second Trading Day immediately following the Redemption Date. If Borrower elects to make a payment in cash and fails
to make such payment by the required due date on two (2) separate occasions, Borrower shall lose the right to make payments of Redemption
Amounts in cash in the future without Lender’s written consent.


 




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4.
Defaults and Remedies.


 


4.1.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails
to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) Borrower fails to deliver any
Redemption Conversion Shares in accordance with the terms hereof and such failure to deliver is not cured within two (2) Trading Days
of the applicable Delivery Date; (c) a receiver, trustee or other similar official shall be appointed over Borrower or a material part
of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty
(60) days; (d) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become
due, subject to applicable grace periods, if any; (e) Borrower makes a general assignment for the benefit of creditors; (f) Borrower
files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (g) an involuntary bankruptcy proceeding
is commenced or filed against Borrower that shall not be dismissed or discharged within sixty (60) days; (h) Borrower or any pledgor,
trustor, or guarantor of this Note defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement
of Borrower or such pledgor, trustor, or guarantor contained herein or in any other Transaction Document (as defined in the Purchase
Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement; (i) any representation,
warranty or other statement made or furnished by or on behalf of Borrower or any pledgor, trustor, or guarantor of this Note to Lender
herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading
in any material respect when made or furnished; (j) the occurrence of a Fundamental Transaction without Lender’s prior written
consent; (k) Borrower fails to maintain the Share Reserve (as defined in the Purchase Agreement); (l) Borrower effectuates a reverse
split of its Common Stock without providing twenty (20) Trading Days prior written notice to Lender; (m) any money judgment, writ or
similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than
$1,000,000.00 (in excess of any coverage limits of any applicable insurance or designated reserves of Borrower), and shall remain unvacated,
unbonded or unstayed for a period of sixty (60) calendar days unless otherwise consented to by Lender; (n) Borrower fails to be DWAC
Eligible; (o) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement; or (p) Borrower, any
affiliate of Borrower, or any pledgor, trustor, or guarantor of this Note breaches any covenant or other term or condition contained
in any Other Agreements.


 


4.2.
Remedies. At any time and from time to time after Lender becomes aware of the occurrence of any Event of Default, Lender may accelerate
this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default
Amount. Notwithstanding the foregoing, at any time following the occurrence of any Event of Default, Lender may, at its option, elect
to increase the Outstanding Balance by applying the Default Effect (subject to the limitation set forth below) via written notice to
Borrower without accelerating the Outstanding Balance, in which event the Outstanding Balance shall be increased as of the date of the
occurrence of the applicable Event of Default pursuant to the Default Effect, but the Outstanding Balance shall not be immediately due
and payable unless so declared by Lender (for the avoidance of doubt, if Lender elects to apply the Default Effect pursuant to this sentence,
it shall reserve the right to declare the Outstanding Balance immediately due and payable at any time and no such election by Lender
shall be deemed to be a waiver of its right to declare the Outstanding Balance immediately due and payable as set forth herein unless
otherwise agreed to by Lender in writing). Notwithstanding the foregoing, upon the occurrence of any Event of Default described in clauses
(c), (d), (e), (f) or (g) of Section 4.1, the Outstanding Balance as of the date of acceleration shall become immediately and automatically
due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender. At any time following the occurrence
of any Event of Default, upon written notice given by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning
on the date the applicable Event of Default occurred at an interest rate equal to the lesser of twenty-two percent (22%) per annum or
the maximum rate permitted under applicable law (“Default Interest”). For the avoidance of doubt, Lender may continue
making Redemption Conversions (as defined below) at any time following an Event of Default until such time as the Outstanding Balance
is paid in full. In connection with acceleration described herein, Lender need not provide, and Borrower hereby waives, any presentment,
demand, protest or other notice of any kind, and Lender may immediately and without expiration of any grace period enforce any and all
of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded
and annulled by Lender at any time prior to payment hereunder and Lender shall have all rights as a holder of the Note until such time,
if any, as Lender receives full payment pursuant to this Section 4.2. No such rescission or annulment shall affect any subsequent Event
of Default or impair any right consequent thereon. Nothing herein shall limit Lender’s right to pursue any other remedies available
to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to Borrower’s
failure to timely deliver Redemption Conversion Shares upon Redemption Conversion of the Note as required pursuant to the terms hereof.


 




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5.
Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable
obligation of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now
has or may have hereafter against Lender, its successors and assigns, and agrees to make the payments or Redemption Conversions called
for herein in accordance with the terms of this Note.


 


6.
Waiver. No waiver of any provision of this Note 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.


 


7.
Adjustment of Redemption Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision hereof,
if Borrower at any time on or after the Effective Date subdivides (by any stock split, stock dividend, recapitalization or otherwise)
one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Redemption Conversion Price in effect
immediately prior to such subdivision will be proportionately reduced. Without limiting any provision hereof, if Borrower at any time
on or after the Effective Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares
of Common Stock into a smaller number of shares, the Redemption Conversion Price in effect immediately prior to such combination will
be proportionately increased. Any adjustment pursuant to this Section 7 shall become effective immediately after the effective date of
such subdivision or combination. If any event requiring an adjustment under this Section 7 occurs during the period that a Redemption
Conversion Price is calculated hereunder, then the calculation of such Redemption Conversion Price shall be adjusted appropriately to
reflect such event.


 


8.
Method of Redemption Conversion Share Delivery. On or before the close of business on the third (3rd) Trading Day following each
Redemption Date (the “Delivery Date”), Borrower shall, provided it is DWAC Eligible at such time and such Redemption
Conversion Shares are eligible for delivery via DWAC, deliver or cause its transfer agent to deliver the applicable Redemption Conversion
Shares electronically via DWAC to the account designated by Lender in the applicable Redemption Notice. If Borrower is not DWAC Eligible
or such Redemption Conversion Shares are not eligible for delivery via DWAC, it shall deliver to Lender or its broker (as designated
in the Redemption Notice), via reputable overnight courier, a certificate representing the number of shares of Common Stock equal to
the number of Redemption Conversion Shares to which Lender shall be entitled, registered in the name of Lender or its designee. For the
avoidance of doubt, Borrower has not met its obligation to deliver Redemption Conversion Shares by the Delivery Date unless Lender or
its broker, as applicable, has actually received the certificate representing the applicable Redemption Conversion Shares no later than
the close of business on the relevant Delivery Date pursuant to the terms set forth above. Moreover, and notwithstanding anything to
the contrary herein or in any other Transaction Document, in the event Borrower or its transfer agent refuses to deliver any Redemption
Conversion Shares without a restrictive securities legend to Lender on grounds that such issuance is in violation of Rule 144 under the
Securities Act of 1933, as amended (“Rule 144”), Borrower shall deliver or cause its transfer agent to deliver the
applicable Redemption Conversion Shares to Lender with a restricted securities legend, but otherwise in accordance with the provisions
of this Section 8. In conjunction therewith, Borrower will also deliver to Lender a written explanation from its counsel or its transfer
agent’s counsel opining as to why the issuance of the applicable Redemption Conversion Shares violates Rule 144. Notwithstanding
the foregoing, on up to three (3) occasions, Borrower shall have seven (7) Trading Days from the applicable Redemption Date to deliver
Redemption Conversion Shares and such delivery shall not be considered to be late hereunder.


 




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9.
Redemption Conversion Delays. If Borrower fails to deliver Redemption Conversion Shares in accordance with the timeframe stated
in Section 8, Lender may at any time prior to receiving the applicable Redemption Conversion Shares rescind in whole or in part such
Redemption Conversion, with a corresponding increase to the Outstanding Balance (any returned amount will tack back to the Purchase Price
Date for purposes of determining the holding period under Rule 144). In addition, for each Redemption Conversion, in the event that Redemption
Conversion Shares are not delivered by the third (3rd) Trading Day (inclusive of the day of the Redemption Conversion), a late fee equal
to 2% of the applicable Redemption Conversion Share Value rounded to the nearest multiple of $100.00 but with a floor of $500.00 per
day (but in any event the cumulative amount of such late fees for each Redemption Conversion shall not exceed 200% of the applicable
Redemption Conversion Share Value) will be assessed for each day after the third (3rd) Trading Day (inclusive of the day of the Redemption
Conversion) until Redemption Conversion Share delivery is made; and such late fee will be added to the Outstanding Balance (such fees,
the “Redemption Conversion Delay Late Fees”).


 


10.
Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, Borrower
shall not effect any conversion of this Note to the extent that after giving effect to such conversion would cause Lender (together with
its affiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date
(including for such purpose the shares of Common Stock issuable upon such issuance) (the “Maximum Percentage”). For
purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. Notwithstanding
the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization
is less than $10,000,000.00. Notwithstanding any other provision contained herein, if the term “4.99%” is replaced with “9.99%”
pursuant to the preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by
Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself
but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable,
unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.


 


11.
Issuance Cap. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, Borrower and
Lender agree that the total cumulative number of shares of Common Stock issued to Lender hereunder, under Note #2 (as defined in the
Purchase Agreement), and under that certain Convertible Promissory Note issued by Borrower in favor of Lender on July 16, 2021 (the “Prior
Note”), may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that
such limitation will not apply following Approval (defined below). Upon the earlier of (a) the date that is four (4) months from the
Purchase Price Date, and (b) the date on which the number of shares of Common Stock issued to Investor reaches the Nasdaq 19.99% Cap,
Borrower will use reasonable commercial efforts to obtain stockholder approval of (y) the issuance of additional Redemption Conversion
Shares, if necessary, in accordance with the requirements of Nasdaq Listing Rule 5635(d), to enable Borrower to issues shares of Common
Stock pursuant to this Note, Note #2, and the Prior Note in compliance with the Nasdaq 19.99% Cap, and (z) the issuance of additional
debt to Lender (and corresponding shares of Common Stock that may be issuable upon conversion of any such debt) in the amount of up to
$10,000,000.00 within twelve (12) months of the date of such approval (the “Approval”). If the Borrower is unable
to obtain such Approval, any remaining Outstanding Balance of this Note must be repaid in cash.


 




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12.
Restrictions on Sales of Shares.


 


12.1.
Volume Limitation. Lender agrees that, with respect to the Redemption Conversion Shares, in any given calendar week its Net Sales
(as defined below) of such Redemption Conversion Shares shall not exceed ten percent (10%) of Borrower’s weekly dollar trading
volume in such week (which, for purposes hereof, means the number of shares of Borrower’s Common Stock traded during such calendar
week multiplied by the volume weighted average price per share for such week) (the “Volume Limitation”). For purposes
of this Agreement, the term “Net Sales” means the gross proceeds from private and public sales of the Redemption Conversion
Shares sold in a calendar week minus any trading commissions or costs associated with clearing and selling such Redemption Conversion
Shares, minus legal fees Lender incurs to obtain any legal opinions required to sell such Redemption Conversion Shares, minus the purchase
price paid for any shares of Common Stock purchased on the open market during such week.


 


12.2.
Breach of Volume Limitation. Borrower and Lender agree that in the event Lender breaches the Volume Limitation where its Net Sales
of Redemption Conversion Shares during any week exceed the dollar volume it is permitted to sell during such week pursuant to the Volume
Limitation, then in such event, as Borrower’s sole and exclusive remedy for such breach (and which breach may not be used as a
defense to Borrower’s performance of its obligations hereunder), Borrower shall have the right to reduce the Outstanding Balance
of this Note (or receive a payment in cash if this Note has been paid in full) by delivering written notice of such demand (together
with documentary evidence of such breach) to Lender. By way of example only, if the Net Sales of a portion of the Shares were $275,000.00
for a given week where the Volume Limitation was $250,000.00, then Lender would be required to reduce the Outstanding Balance by $25,000.00
($275,000.00 - $250,000.00) upon its receipt of demand for such payment from Borrower. Borrower must prove any breach of the Volume Limitation
by clear and convincing evidence.


 


13.
Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the right
to have any such opinion provided by its counsel.


 


14.
Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect
to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement to determine
the proper venue for any disputes are incorporated herein by this reference.


 


15.
Arbitration of Disputes. By its issuance or acceptance of this Note, each party agrees to be bound by the Arbitration Provisions
(as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.


 


16.
Cancellation. After repayment or conversion of the entire Outstanding Balance, this Note shall be deemed paid in full, shall automatically
be deemed canceled, and shall not be reissued.


 


17.
Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this Note.


 


18.
Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note and any shares of Common
Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by Lender without the consent of Borrower.


 




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19.
Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given
in accordance with the subsection of the Purchase Agreement titled “Notices.”


 


20.
Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions of
this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’
inability to predict future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Lender
and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed under this Note are not penalties but
instead are intended by the parties to be, and shall be deemed, liquidated damages (under Lender’s and Borrower’s expectations
that any such liquidated damages will tack back to the Purchase Price Date for purposes of determining the holding period under Rule
144).


 


21.
Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the
objective of Borrower and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.


 


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


 




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IN
WITNESS WHEREOF, Borrower has caused this Note to be duly executed as of the Effective Date.


 


	 	 	BORROWER:
	 	 	 
	 	 	Shineco,
    Inc.
	 	 	 	 
	 	 	By:	/s/
    Sai Wang
	 	 	 	Sai Wang, CFO
	 	 	 	 
	ACKNOWLEDGED,
    ACCEPTED AND AGREED:	 	 
	LENDER:	 	 
	 	 	 
	Streeterville
    Capital, LLC	 	 
	 		 	 
	By:	/s/ John Fife	 	 
	 	John
    M. Fife, President 	 	 


 


[Signature Page to Convertible Promissory Note #1]


 




    	 



    	 



    

 


ATTACHMENT
1


 


DEFINITIONS


 


For
purposes of this Note, the following terms shall have the following meanings:


 


A1.
“Closing Bid Price” and “Closing Trade Price” means the last closing bid price and last closing
trade price, respectively, for the Common Stock on its principal market, as reported by Bloomberg, L.P. (“Bloomberg”),
or, if its principal market begins to operate on an extended hours basis and does not designate the closing bid price or the closing
trade price (as the case may be), then the last bid price or last trade price, respectively, of the Common Stock prior to 4:00:00 p.m.,
New York time, as reported by Bloomberg, or, if its principal market is not the principal securities exchange or trading market for the
Common Stock, the last closing bid price or last trade price, respectively, of the Common Stock on the principal securities exchange
or trading market where the Common Stock is listed or traded, as reported by Bloomberg, or if the foregoing do not apply, the last closing
bid price or last trade price, respectively, of the Common Stock in the over-the-counter market on the electronic bulletin board for
the Common Stock, as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for the Common
Stock by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for the Common Stock, as reported
by OTC Markets Group, Inc., and any successor thereto. If the Closing Bid Price or the Closing Trade Price cannot be calculated for the
Common Stock on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Trade Price (as the case may be)
of the Common Stock on such date shall be the fair market value as mutually determined by Lender and Borrower. All such determinations
shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.


 


A2.
“Default Effect” means multiplying the Outstanding Balance as of the date the applicable Event of Default occurred
by (a) fifteen percent (15%) for each occurrence of any Major Default, or (c) five percent (5%) for each occurrence of any Minor Default,
and then adding the resulting product to the Outstanding Balance as of the date the applicable Event of Default occurred, with the sum
of the foregoing then becoming the Outstanding Balance under this Note as of the date the applicable Event of Default occurred; provided
that the Default Effect may only be applied three (3) times hereunder with respect to Major Defaults and three (3) times hereunder with
respect to Minor Defaults; and provided further that the Default Effect shall not apply to any Event of Default pursuant to Section 4.1(b)
hereof.


 


A3.
“DTC” means the Depository Trust Company or any successor thereto.


 


A4.
“DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer program.


 


A5.
“DWAC” means the DTC’s Deposit/Withdrawal at Custodian system.


 


A6.
“DWAC Eligible” means that (a) Borrower’s Common Stock is eligible at DTC for full services pursuant to DTC’s
operational arrangements, including without limitation transfer through DTC’s DWAC system; (b) Borrower has been approved (without
revocation) by DTC’s underwriting department; (c) Borrower’s transfer agent is approved as an agent in the DTC/FAST Program;
(d) the Redemption Conversion Shares are otherwise eligible for delivery via DWAC; and (e) Borrower’s transfer agent does not have
a policy prohibiting or limiting delivery of the Redemption Conversion Shares via DWAC.


 


A7.
“Equity Conditions Failure” means that any of the following conditions has not been satisfied on any given Redemption
Date: (a) with respect to the applicable date of determination all of the Redemption Conversion Shares would be (i) registered for trading
under applicable federal and state securities laws, (ii) freely tradable under Rule 144, or (iii) without the need for registration under
any applicable federal or state securities laws (in each case, disregarding any limitation on conversion of this Note); (b) no Event
of Default shall have occurred or be continuing hereunder; (c) the average and median daily dollar volume of the Common Stock on its
principal market for the previous twenty (20) and two hundred (200) Trading Days shall be greater than $50,000.00; and (d) the five (5)
day VWAP of the Common Stock is greater than or equal to $1.00.


 


Attachment
1 to Convertible Promissory Note #1, Page 1


 




    	 



    	 



    

 


A8.
“Fundamental Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly or indirectly, in
one or more related transactions, consolidate or merge with or into (whether or not Borrower or any of its subsidiaries is the surviving
corporation) any other person or entity, or (ii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related
transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties
or assets to any other person or entity, or (iii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related
transactions, allow any other person or entity to make a purchase, tender or exchange offer that is accepted by the holders of more than
50% of the outstanding shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the person or
persons making or party to, or associated or affiliated with the persons or entities making or party to, such purchase, tender or exchange
offer), or (iv) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consummate a
stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off
or scheme of arrangement) with any other person or entity whereby such other person or entity acquires more than 50% of the outstanding
shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the other persons or entities making
or party to, or associated or affiliated with the other persons or entities making or party to, such stock or share purchase agreement
or other business combination), or (v) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions,
reorganize, recapitalize or reclassify the Common Stock, other than an increase in the number of authorized shares of Borrower’s
Common Stock, or (b) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d)
of the 1934 Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined
in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding
voting stock of Borrower.


 


A9.
“Major Default” means any Event of Default occurring under Sections 4.1(a), 4.1(k), or 4.1(o).


 


A10.
“Mandatory Default Amount” means the Outstanding Balance following the application of the Default Effect.


 


A11.
“Market Capitalization” means a number equal to (a) the average VWAP of the Common Stock for the immediately preceding
fifteen (15) Trading Days, multiplied by (b) the aggregate number of outstanding shares of Common Stock as reported on Borrower’s
most recently filed Form 10-Q or Form 10-K.


 


A12.
“Minor Default” means any Event of Default that is not a Major Default.


 


A13.
“OID” means an original issue discount.


 


A14.
“Other Agreements” means, collectively, (a) all existing and future agreements and instruments between, among or by
Borrower (or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing agreement or a material
agreement that affects Borrower’s ongoing business operations.


 


A15.
“Outstanding Balance” means as of any date of determination, the Purchase Price, as reduced or increased, as the case
may be, pursuant to the terms hereof for payment, Redemption Conversion, offset, or otherwise, plus the OID, the Transaction Expense
Amount, accrued but unpaid interest, collection and enforcements costs (including attorneys’ fees) incurred by Lender, transfer,
stamp, issuance and similar taxes and fees related to Redemption Conversions, and any other fees or charges (including without limitation
Redemption Conversion Delay Late Fees) incurred under this Note.


 


A16.
“Purchase Price Date” means the date the Purchase Price is delivered by Lender to Borrower.


 


A17.
“Redemption Conversion Share Value” means the product of the number of Redemption Conversion Shares deliverable pursuant
to any Redemption Notice multiplied by the Closing Trade Price of the Common Stock on the Delivery Date for such Redemption Conversion.


 


A18.
“Trading Day” means any day on which the New York Stock Exchange (or such other principal market for the Common Stock)
is open for trading.


 


A19.
“VWAP” means the volume weighted average price of the Common Stock on the principal market for a particular Trading
Day or set of Trading Days, as the case may be, as reported by Bloomberg.


 


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Attachment
1 to Convertible Promissory Note #1, Page 2


 




    	 



    	 



    

 


EXHIBIT
A


 


Streeterville
Capital, LLC


 


303
East Wacker Drive, Suite 1040


 


Chicago,
Illinois 60601


 


	Shineco,
    Inc.	Date:
    	 	 
	Attn:
    Yuying Zhang	 	 	 
	Room
    1001, Building T5, DaZu Square	 	 	 
	Daxing
    District, Beijing	 	 	 
	People’s
    Republic of China 100176	 	 	 


 


REDEMPTION
NOTICE


 


The
above-captioned Lender hereby gives notice to Shineco, Inc., a Delaware corporation (the “Borrower”), pursuant to
that certain Convertible Promissory Note #1 made by Borrower in favor of Lender on July __, 2021 (the “Note”), that
Lender elects to redeem a portion of the Note in Redemption Conversion Shares or in cash as set forth below. In the event of a conflict
between this Redemption Notice and the Note, the Note shall govern, or, in the alternative, at the election of Lender in its sole discretion,
Lender may provide a new form of Redemption Notice to conform to the Note. Capitalized terms used in this notice without definition shall
have the meanings given to them in the Note.


 


REDEMPTION
INFORMATION 


 


	 	A.	Redemption
    Date: ____________, 201_
	 	B.	Redemption
    Amount: ____________
	 	C.	Portion
    of Redemption Amount to be Paid in Cash: ____________
	 	D.	Portion
    of Redemption Amount to be Converted into Common Stock: ____________ (B minus C)
	 	E.	Redemption
    Conversion Price: _______________ 
	 	F.	Redemption
    Conversion Shares: _______________ (D divided by E)
	 	G.	Remaining
    Outstanding Balance of Note: ____________ * 


 


*
Subject to adjustments for corrections, defaults, interest and other adjustments permitted by the Transaction Documents (as defined in
the Purchase Agreement), the terms of which shall control in the event of any dispute between the terms of this Redemption Notice and
such Transaction Documents.


 


Please
transfer the Redemption Conversion Shares, if applicable, electronically (via DWAC) to the following account:


 


	Broker:
    	 	 	Address:	 
	DTC#:
    	 	 	 	 
	Account
    #: 	 	 	 	 
	Account
    Name: 	 	 	 	 


 


To
the extent the Redemption Conversion Shares are not able to be delivered to Lender electronically via the DWAC system, deliver all such
certificated shares to Lender via reputable overnight courier after receipt of this Redemption Notice (by facsimile transmission or otherwise)
to:


 


	 	 	 
	 	 	 
	 	 	 


 


Exhibit
A to Convertible Promissory Note #1, Page 1


 




    	 



    	 



    




 


	Sincerely,	 
	 	 
	Lender:	 
	 	 
	Streeterville
    Capital, LLC	 
	 	 	 
	By:
    	 	 
	 	John
    M. Fife, President 	 


 


Exhibit
A to Convertible Promissory Note #1, Page 2