Exhibit 4.19


 


AMENDMENT TO CONVERTIBLE PROMISSORY NOTE


 


This Amendment to Convertible
Promissory Note (this “Amendment”) is entered into as of March 28, 2022, by and between Streeterville
Capital, LLC, a Utah limited liability company (“Lender”), and ReTo Eco-Solutions,
Inc., a British Virgin Islands corporation (“Borrower”). Capitalized terms used in this Amendment without definition
shall have the meanings given to them in the Note (as defined below).


 


RECITALS


 


A. Borrower
previously issued to Lender a Convertible Promissory Note dated March 10, 2022 in the principal amount of $3,105,000.00 (the “Note”).


 


B. Lender
and Borrower have agreed, subject to the terms, amendments, conditions and understandings expressed in this Amendment, to amend Section
3 of the Note.


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:


 


1. Recitals.
Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Amendment are true and accurate and are hereby
incorporated into and made a part of this Amendment.


 


2. Amendment.
Section 3 of the Note is hereby deleted in its entirety and replaced with the following:


 


“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
must satisfy the Conversion in cash at 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.”


 


3.
Representations and Warranties. In order to induce Lender to enter into this Amendment, Borrower hereby acknowledges, represents,
warrants and agrees as follows:


 


 (a) Borrower has full
power and authority to enter into this Amendment and to incur and perform all obligations and covenants contained herein, all of which
have been duly authorized by all proper and necessary action. No consent, approval, filing or registration with or notice to any governmental
authority is required as a condition to the validity of this Amendment or the performance of any of the obligations of Borrower hereunder.


 


 (b) There is no fact
known to Borrower or which should be known to Borrower which Borrower has not disclosed to Lender on or prior to the date of this Amendment
which would or could materially and adversely affect the understanding of Lender expressed in this Amendment or any representation, warranty,
or recital contained in this Amendment.


 






    


     


    

 


 (c) Except as expressly
set forth in this Amendment, Borrower acknowledges and agrees that neither the execution and delivery of this Amendment nor any of the
terms, provisions, covenants, or agreements contained in this Amendment shall in any manner release, impair, lessen, modify, waive, or
otherwise affect the liability and obligations of Borrower under the Note or any other transaction documents entered into in connection
with the Note (the “Transaction Documents”).


 


 (d) Except as otherwise
provided in the Note, Borrower has no defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims,
actions or causes of action of any kind or nature whatsoever against Lender, directly or indirectly, arising out of, based upon, or in
any manner connected with, the transactions contemplated hereby, whether known or unknown, which occurred, existed, was taken, permitted,
or begun prior to the execution of this Amendment and occurred, existed, was taken, permitted or begun in accordance with, pursuant to,
or by virtue of any of the terms or conditions of the Transaction Documents. To the extent any such defenses, affirmative or otherwise,
rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action exist or existed, such defenses, rights, claims,
counterclaims, actions and causes of action are hereby waived, discharged and released. Borrower hereby acknowledges and agrees that the
execution of this Amendment by Lender shall not constitute an acknowledgment of or admission by Lender of the existence of any claims
or of liability for any matter or precedent upon which any claim or liability may be asserted.


 


 (e) Borrower represents
and warrants that as of the date hereof no Events of Default or other material breaches exist under the Transaction Documents or have
occurred prior to the date hereof.


 


4. Certain
Acknowledgments. Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever has been
or shall be given by Lender to Borrower in connection with this Amendment.


 


5. Other
Terms Unchanged. The Note, as amended by this Amendment, remains and continues in full force and effect, constitutes legal, valid,
and binding obligations of each of the parties, and is in all respects agreed to, ratified, and confirmed. Any reference to the Note after
the date of this Amendment is deemed to be a reference to the Note as amended by this Amendment. If there is a conflict between the terms
of this Amendment and the Note, the terms of this Amendment shall control. No forbearance or waiver may be implied by this Amendment.
Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or
as an amendment to, any right, power, or remedy of Lender under the Note, as in effect prior to the date hereof. For the avoidance of
doubt, this Amendment shall be subject to the governing law, venue, and Arbitration Provisions, as set forth in the Note.


 


6. No
Reliance. Borrower acknowledges and agrees that neither Lender nor any of its officers, directors, members, managers, equity holders,
representatives or agents has made any representations or warranties to Borrower or any of its agents, representatives, officers, directors,
or employees except as expressly set forth in this Amendment and the Transaction Documents and, in making its decision to enter into the
transactions contemplated by this Amendment, Borrower is not relying on any representation, warranty, covenant or promise of Lender or
its officers, directors, members, managers, equity holders, agents or representatives other than as set forth in this Amendment.


 


7. Counterparts.
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall
constitute one instrument. The parties hereto confirm that any electronic copy of another party’s executed counterpart of this Amendment
(or such party’s signature page thereof) will be deemed to be an executed original thereof.


 


8. Further
Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby.


 


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IN WITNESS WHEREOF, the undersigned have executed
this Amendment as of the date set forth above.


 


	 	LENDER:
	 	 
	 	Streeterville
    Capital, LLC.
	 	 	 
	 	By:	/s/ John M. Fife
	 	 	John M. Fife, President
	 	 	 
	 	BORROWER:
	 	 	 
	 	ReTo Eco-Solutions,
    Inc.
	 	 	 
	 	By:	/s/ Hengfang
    Li
	 	 	Hengfang Li, Chief Executive Officer



 


[Signature Page to Amendment to Convertible Promissory Note]


 


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