Exhibit
4.1


 


AMENDMENT
TO PROMISSORY NOTE


 


Issued
October 27, 2021


 


THIS
AMENDMENT TO PROMISSORY NOTE (the “Amendment”) is made as of April 27, 2022 (the “Effective Date”), by and
between Talos Victory Fund, LLC, a Delaware limited liability company (the “Holder”) and Wetouch Technology Inc. a Nevada
corporation (the “Company,” with the Holder, each individually referred to herein as a “Party” and together as
the “Parties”).


 


WHEREAS,
the Parties entered into a Securities Purchase Agreement dated as of October 27, 2021, pursuant to which the Company issued to the Holder
a convertible promissory note in the principal amount of $250,000 (the “Note”);


 


WHEREAS,
the Parties have agreed to extend the number of days the Company shall have in order to cause the Registration Statement to become effective
pursuant to Section 3.19 of the Note, in consideration for repayment by the Company to the Holder of $25,000 in Principal Amount of the
Note (“Extension Repayment”) for each 30 day extension. For such Extension Repayment, the Parties agree that Section 1.9
of Note shall not apply;


 


WHEREAS,
as of the Effective Date, the Company has made $25,000 in Extension Repayment to the Holder; and


 


WHEREAS,
Holder and the Company desire to amend the Note as set forth herein.


 


NOW,
THEREFORE, for other good and valuable consideration, the parties hereto hereby agree as follows:


 


1. All
capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Note.


 


2. Section
3.19 of the Note is hereby deleted in its entirety and the following provision shall be inserted
in place thereof:


 




    	 



    	 



    

 


“3.19 Registration
Statement Failures. The Borrower fails to (i) file a registration statement covering the Holder’s resale at prevailing market
prices (and not fixed prices) of all of the Common Stock (the “Registration Statement”) underlying the Note and Warrant within
sixty (60) calendar days following the Issue Date, (ii) cause the Registration Statement to become effective within one hundred fifty
(150) calendar days following the Issue Date, subject to any Extension as defined herein, (iii) cause the Registration Statement to remain
effective until the Note is extinguished in its entirety and the Warrant is exercised in the entirety, (iv) comply with the provisions
of the Registration Rights Agreement in all material respects, or (v) immediately amend the Registration Statement or file a new Registration
Statement (and cause such Registration Statement to become effective as provided in the Registration Rights Agreement) if there are no
longer sufficient shares registered under the initial Registration Statement for the Holder’s resale at prevailing market prices
(and not fixed prices) of all of the Common Stock underlying the Note and Warrant. Notwithstanding anything to the contrary herein, the
Company shall have the right to extend the one hundred fifty (150) calendar days indicated in Section 3.19(ii) above with notice and
repayment on or before the 25th of each month to the Holder of $25,000 in Principal Amount of the Note (“Extension Repayment”)
for each 30 day extension (“Extension”), up to the Maturity Date (with the understanding that the extension period of the
last possible Extension hereunder shall end on the Maturity Date). Each Extension Repayment shall be applied as prepayment of the Principle
Amount first and accrued interest second, and Section 1.9 of Note shall not apply to any Extension Repayment.”


 


3. Except
as specifically amended hereby, the Note shall remain in full force and effect and all other terms of the Note shall remain unchanged.
To the extent any provision of the Note is inconsistent with this Amendment, this Amendment shall control.


 


(Signature
Page to Follow)


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.


 


	 	COMPANY:
	 	Wetouch
    Technology Inc.
	 	 	 
	 	/s/
    Zongyi Lian 
	 	Name:	Zongyi
    Lian
	 	Title:	Chief
    Executive Officer


 


	Agreed
    to and accepted by	 
	HOLDER:
    Talos Victory Fund, LLC	 
	 	 	 
	 /s/
    Thomas Silverman	 
	Name:	Thomas
    Silverman	 
	Title:
    	 Member	 


 




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