Exhibit 4.1


 


CONVERTIBLE PROMISSORY NOTE


 


	Effective Date: March 10, 2022	U.S. $3,105,000.00



 


FOR VALUE RECEIVED, Reto
Eco-Solutions, Inc., a British Virgin Islands corporation (“Borrower”), promises to pay to Streeterville
Capital, LLC, a Utah limited liability company, or its successors or assigns (“Lender”), $3,105,000.00 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 simple interest on the Outstanding Balance at the rate of five
percent (5%) 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 and shall be payable in accordance with the terms
of this Note. This Convertible Promissory Note (this “Note”) is issued and made effective as of March 10, 2022 (the
“Effective Date”). This Note is issued pursuant to that certain Securities Purchase Agreement dated March 10, 2022,
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
$90,000.00. In addition, Borrower agrees to pay $15,000.00 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: $3,105,000.00 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 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.
So long as no Event of Default (as defined below) has occurred and is continuing, Borrower shall have the right, exercisable on not less
than three (3) Trading Days prior written notice to Lender to prepay the Outstanding Balance (less such portion of the Outstanding Balance
for which Borrower has received a Conversion Notice (as defined below) from Lender where the applicable Conversion Shares have not yet
been delivered) of this Note, in part or in full, in accordance with this Section 1.2. Any notice of prepayment hereunder (an “Optional
Prepayment Notice”) shall be delivered to Lender at its registered address or through email and shall state: (i) that Borrower
is exercising its right to prepay this Note, and (ii) the date of prepayment, which shall be not less than three (3) Trading Days from
the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower
shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in
writing to Borrower. For the avoidance of doubt, Lender shall be entitled to exercise its conversion rights until the Optional Prepayment
Date. 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 then Outstanding Balance of this Note being repaid (the “Optional Prepayment Amount”). In the event Borrower
delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date, the Optional Prepayment Amount shall not be deemed
to have been paid to Lender until the Optional Prepayment Date. In the event Borrower delivers the Optional Prepayment Amount without
an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is three (3) Trading Days from the
date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth
herein during such three (3) Trading Day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the
Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit
its right to prepay this Note.


 






    


     


    

 


2. Security.
This Note is unsecured.


 


3. Conversions.
Lender has the right at any time after the date that is six (6) months from the Purchase Price Date until the Outstanding Balance has
been paid in full, at its election, to convert (“Conversion”) all or any portion of the Outstanding Balance into fully
paid and non-assessable Common Shares, par value $0.001 (the “Common Shares”), of Borrower (“Conversion Shares”)
as per the following conversion formula: the number of Conversion Shares equals the amount being converted (the “Conversion Amount”)
divided by the Conversion Price; provided, however, that in the event the Floor Price is higher than the Conversion Price, Borrower
may either agree to lower the Floor Price to be equal to the applicable Conversion Price or satisfy the Conversion in cash, provided that
such cash payment shall be in an amount equal to 110% multiplied by the portion of the Outstanding Balance being converted. Conversion
notices in the form attached hereto as Exhibit A (each, a “Conversion Notice”) may be effectively delivered
to Borrower by any method set forth in the “Notices” Section of the Purchase Agreement, and all Conversions shall be cashless
and not require further payment from Lender. Borrower shall deliver the Conversion Shares from any Conversion to Lender in accordance
with Section 8 below. Borrower shall deliver any cash payments owing hereunder to Lender via wire transfer of immediately available
funds to the account designated by Lender within three (3) Trading Days of its receipt of a Conversion Notice. In the event Lender delivers
a Conversion Notice to Borrower and the Conversion Price is below the Floor Price, then Borrower shall have twenty-four (24) hours within
which to elect to pay the amount owing in cash rather than delivering Conversion Shares by delivering written notice of such election
to Lender. If Borrower does not elect to make the payment in cash within twenty-four (24) hours of its receipt of a Conversion Notice,
then Borrower will be deemed to have elected to lower the Floor Price and honor the Conversion Notice by delivering Conversion Shares.
For the avoidance of doubt, any reduction in the Floor Price will be limited to each specific conversion and not permanent.


 


4. Trigger
Events; Defaults; and Remedies.


 


4.1. Trigger
Events. The following are trigger events under this Note (each, a “Trigger Event”): (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 Conversion Shares
in accordance with the terms hereof; (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; (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; (h)
Borrower defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower 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
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, which shall not be unreasonably withheld; (k) Borrower effectuates a reverse split of its Common Shares without twenty
(20) Trading Days prior written notice to Lender; (l) 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 $100,000.00, and shall remain unvacated, unbonded or
unstayed for a period of twenty (20) calendar days unless otherwise consented to by Lender; (m) Borrower fails to be DWAC Eligible; (n)
Borrower fails to maintain the Share Reserve (as defined in the Purchase Agreement) as required in the Purchase Agreement; (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,
breaches any covenant or other term or condition contained in any Other Agreements.


 






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4.2. Trigger
Event Remedies. At any time following the occurrence of any Trigger Event, Lender may, at its option, increase the Outstanding Balance
by applying the Trigger Effect (subject to the limitation set forth below).


 


4.3. Defaults.
At any time following the occurrence of a Trigger Event, Lender may, at its option, send written notice to Borrower demanding that Borrower
cure the Trigger Event within five (5) Trading Days. If Borrower fails to cure the Trigger Event within the required five (5) Trading
Day cure period, the Trigger Event will automatically become an event of default hereunder (each, an “Event of Default”).


 


4.4. Default
Remedies. At any time and from time to time following 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, upon the occurrence of any Trigger Event described in clauses (c), (d), (e), (f) or (g) of Section 4.1, an Event of Default
will be deemed to have occurred and the Outstanding Balance as of the date of such Trigger Event shall become immediately and automatically
due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender for the Trigger Event to become
an Event of Default. 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 Conversions at any time following a Trigger Event or 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 4.4. 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 Conversion Shares upon Conversion of the Note as required pursuant to
the terms hereof.


 


5. Unconditional
Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable obligation of Borrower
not subject to offset (other than pursuant to Section 12 below), 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 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.


 






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7. Adjustment
upon Subdivision or Combination of Common Shares. 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 Common Shares
into a greater number of shares, the Ceiling Price and Floor 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 Common Shares into a smaller number of shares, the Ceiling Price and
Floor 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 Conversion Price is calculated hereunder, then the calculation of such Conversion
Price shall be adjusted appropriately to reflect such event.


 


8. Method
of Conversion Share Delivery. On or before the close of business on the third (3rd) Trading Day following the date of delivery
of a Conversion Notice (the “Delivery Date”), Borrower shall, provided it is DWAC Eligible at such time and such Conversion
Shares are eligible for delivery via DWAC, deliver or cause its transfer agent to deliver the applicable Conversion Shares electronically
via DWAC to the account designated by Lender in the applicable Conversion Notice. If Borrower is not DWAC Eligible or such Conversion
Shares are not eligible for delivery via DWAC, it shall deliver to Lender or its broker (as designated in the Conversion Notice), via
reputable overnight courier, a certificate representing the number of Common Shares equal to the number of 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 Conversion Shares by the Delivery Date unless Lender or its broker, as applicable, has actually received the certificate representing
the applicable 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 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 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 Conversion Shares violates Rule 144.


 


9. Conversion
Delays. If Borrower fails to deliver Conversion Shares in accordance with the timeframe stated in Section 8, Lender may at any time
prior to receiving the applicable Conversion Shares rescind in whole or in part such 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 Conversion, in the event that Conversion Shares are not delivered by the third (3rd) Trading
Day (inclusive of the day of the Conversion), a late fee equal to 2% of the applicable 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 Conversion shall not
exceed 200% of the applicable Conversion Share Value) will be assessed for each day after the third (3rd) Trading Day (inclusive
of the day of the Conversion) until Conversion Share delivery is made; and such late fee will be added to the Outstanding Balance (such
fees, the “Conversion Delay Late Fees”).


 






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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 Common Shares exceeding 4.99% of the number of Common Shares outstanding on such date (including for such
purpose the Common Shares issuable upon such issuance) (the “Maximum Percentage”). For purposes of this section, beneficial
ownership of Common Shares 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. The foregoing
ownership limitation 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 Conversion Shares issued to Lender hereunder may not exceed the requirements of Nasdaq Listing Rule
5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following Shareholder Approval (defined below).
Upon the earlier of (a) the date that is nine (9) months from the Purchase Price Date, and (b) the date on which the number of Common
Shares issued to Investor reaches the Nasdaq 19.99% Cap, Borrower will use reasonable commercial efforts to obtain shareholder approval
of the issuance of additional Conversion Shares, if necessary, in accordance with the requirements of Nasdaq Listing Rule 5635(d), to
enable Borrower to issues Conversion Shares pursuant to this Note in compliance with the Nasdaq 19.99% Cap (the “Shareholder
Approval”). If the Borrower is unable to issue Conversion Shares in excess of the Nasdaq 19.99% Cap as result of its failure
to obtain such Shareholder Approval or its failure to elect to rely on the home country exemption under the Nasdaq rules, then any Conversion
Notices submitted by Lender to Borrower must be repaid in cash. For the avoidance of doubt, Lender may continue to submit Conversion Notices
after reaching the Nasdaq 19.99% Cap and Borrower must repay the applicable Conversion Amounts in cash.


 


12. Sales
Limitation. While this Note is outstanding and for thirty (30) days thereafter, Lender agrees that so long as no Trigger Event has
occurred, Lender will limit its sales of Conversion Shares on the open market in any given calendar week to fifteen percent (15%) of the
weekly trading volume of the Common Shares on Borrower’s principal trading market for such week. In the event Lender breaches such
covenant, Borrower’s sole and exclusive remedy shall be to charge to Lender a fee equal to the net proceeds (gross proceeds less
trading fees, transfer agent fees and legal opinion costs) Lender received from excess sales in any given week (the “Excess Sales
Fee”). So long as this Note is outstanding, any Excess Sales Fees will be offset against the Outstanding Balance. In the event
the Note is no longer outstanding, any Excess Sales Fees will be paid via wire transfer of immediately available funds.


 


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 New York, without giving effect to
any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of New York. The provisions set forth in the Purchase Agreement to determine
the proper venue for any disputes are incorporated herein by this reference.


 






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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. Any Common Shares issued upon conversion of this Note may
be offered, sold, assigned or transferred by Lender without the consent of Borrower. This Note may be offered, sold, assigned or transferred
by Lender without the consent of Borrower.


 


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). Therefore, no additional
penalty claims, lost profits or liquidated damages shall be claimed in excess of agreed liquidated damage amounts under this Note.


 


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:
	 	 
	 	Reto Eco-Solutions, Inc.
	 	 	 
	 	By:	/s/ Hengfang Li
	 	 	Hengfang Li, Chief Executive Officer



 


ACKNOWLEDGED, ACCEPTED AND AGREED:


 


LENDER:


 


	Streeterville Capital, LLC	 
	 	 	 
	By:	/s/ John M. Fife
	 
	 	John M. Fife, President	 



 


[Signature Page to Convertible
Promissory Note]


 




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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 Shares on its principal market, as reported by 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 Shares 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 Shares, the last closing bid price or last trade price,
respectively, of the Common Shares on the principal securities exchange or trading market where the Common Shares are 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
Shares in the over-the-counter market on the electronic bulletin board for the Common Shares as reported by Bloomberg, or, if no closing
bid price or last trade price, respectively, is reported for the Common Shares by Bloomberg, the average of the bid prices, or the ask
prices, respectively, of any market makers for the Common Shares 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 Shares 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 Shares 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. “Ceiling Price”
means $2.00 per Common Share, as may be adjusted pursuant to the terms of this Note.


 


A3. “Conversion
Price” means the lower of: (i) the Ceiling Price, and (ii) eighty-five percent (85%) multiplied by the lowest daily VWAP during
the ten (10) Trading Days immediately preceding the applicable measurement date.


 


A4. “Conversion
Share Value” means the product of the number of Conversion Shares deliverable pursuant to any Conversion Notice multiplied by
the Closing Trade Price of the Common Shares on the Delivery Date for such Conversion.


 


A5. “DTC”
means the Depository Trust Company or any successor thereto.


 


A6. “DTC/FAST
Program” means the DTC’s Fast Automated Securities Transfer program.


 


A7. “DWAC”
means the DTC’s Deposit/Withdrawal at Custodian system.


 


A8. “DWAC Eligible”
means that (a) Borrower’s Common Shares are 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 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 Conversion Shares via DWAC.


 


A9. “Floor Price”
means $1.00 per Common Share, as may be adjusted pursuant to the terms of this Note.


 


A10. “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 Shares, other than an increase in the number of authorized shares of Borrower’s
Common Shares, 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 shall, after the Purchase Price Date, 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.


 


Attachment 1 to Convertible Promissory Note, Page
1


 






    


     


    

 


A11. “Major Trigger
Event” means any Trigger Event occurring under Sections 4.1(a), 4.1(n) or 4.1(o).


 


A12. “Mandatory
Default Amount” means the Outstanding Balance following the application of the Trigger Effect.


 


A13. “Market Capitalization”
means a number equal to (a) the average VWAP of the Common Shares for the immediately preceding fifteen (15) Trading Days, multiplied
by (b) the aggregate number of outstanding Common Shares as reported on Borrower’s most recent annual or quarterly filing with the
SEC.


 


A14. “Minor Trigger
Event” means any Trigger Event that is not a Major Trigger Event.


 


A15. “OID”
means an original issue discount.


 


A16. “Other Agreements”
means, collectively, 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.


 


A17. “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, Conversion, offset, or otherwise, plus the OID, plus 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 Conversions, and any other fees or charges (including without limitation Conversion Delay Late Fees) incurred
under this Note.


 


A18. “Purchase
Price Date” means the date the Purchase Price for this Note is delivered by Lender to Borrower.


 


A19. “Trading
Day” means any day on which Nasdaq (or such other principal market for the Common Shares) is open for trading.


 


A20. “Trigger
Effect” means multiplying the Outstanding Balance as of the date the applicable Trigger Event occurred (after giving effect
to any opportunity to cure) by (a) fifteen percent (15%) for each occurrence of any Major Trigger Event, or (b) five percent (5%) for
each occurrence of any Minor Trigger Event, and then adding the resulting product to the Outstanding Balance as of the date the applicable
Trigger Event occurred, with the sum of the foregoing then becoming the Outstanding Balance under this Note as of the date the applicable
Trigger Event occurred; provided that the Trigger Effect may only be applied three (3) times hereunder with respect to Major Trigger Events
and three (3) times hereunder with respect to Minor Trigger Events; and provided further that the Trigger Effect shall not apply to any
Trigger Event pursuant to Section 4.1(b) hereof.


 


A21. “VWAP”
means the volume weighted average price of the Common Shares 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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left blank]


 


Attachment 1 to Convertible Promissory Note, Page
2


 




    


     


    


 


EXHIBIT A


 


Streeterville Capital, LLC


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601





 


	ReTo Eco-Solutions, Inc.	Date:_______________



 


Attn: __________________


Building X-702, 60 Anli Road


Chaoyang District, Beijing


People’s Republic of China 100101


CONVERSION NOTICE


 


The above-captioned Lender hereby gives notice
to ReTo Eco-Solutions, Inc., a British Virgin Islands exempted holding company (the “Borrower”), pursuant to that certain
Convertible Promissory Note made by Borrower in favor of Lender on March 10, 2022 (the “Note”), that Lender elects
to convert the portion of the Note balance set forth below into fully paid and non-assessable Common Shares of Borrower as of the date
of conversion specified below. Said conversion shall be based on the Conversion Price set forth below. In the event of a conflict between
this Conversion 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 Conversion Notice to conform to the Note. Capitalized terms used in this notice without definition shall
have the meanings given to them in the Note.


 


		A.	Date of Conversion:  _______________



		B.	Conversion #:  ___________________



		C.	Conversion Amount:  ____________



		D.	Conversion Price: _______________



		E.	Conversion Shares: _______________ (C divided by D)



		F.	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 Conversion Notice and such Transaction Documents.



 


Please transfer the Conversion Shares electronically
(via DWAC) to the following account:


 


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






 


To the extent the 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 Conversion Notice (by facsimile transmission or otherwise) to:


_____________________________________


_____________________________________


_____________________________________


 


[Signature Page Follows]


 


Exhibit A to Convertible Promissory Note, Page
1


 






    


     


    

 





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



 


Exhibit A to Convertible Promissory Note, Page
2


 


 


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