Exhibit
10.1


 


AMENDMENT
1 TO CONVERTIBLE NOTE PURCHASE AGREEMENT


 


This
Amendment (“Amendment 1”) to that certain Convertible Note Purchase Agreement dated April 1, 2020 by and between
TechCare Corp. (the “Company”) and Citrine S A L Investment & Holdings Ltd, WealthStone Private
Equity Ltd, WealthStone Holdings Ltd, Golden Holdings Neto Ltd, Beezz Home Technologies Ltd, Citrine Biotech 5 LP, Citrine High
Tech 6 LP, Citrine High Tech 7 LP, Citrine 8 LP, Citrine 9 LP and Citrine Biotech 10 LP (together, the “Buyer”)
(the “Agreement”) is dated June 12, 2020. All the entities comprising the Buyer are affiliated with
the Registrant. The Registrant and the Buyer together are referred to herein as the “Parties”.


 


WHEREAS:
The Parties wish to add certain terms to the Agreement.


 


NOW
THEREFORE, Company on the one hand and Buyer jointly and severally on the other hand hereby agree to add the terms as follows:


 


1.
Issuance of Warrants.


 


	 	a.	Right
    to Warrants. For each draw down the Company makes under the Agreement, the Buyer shall be entitled to an issuance of two
    types of warrants of the Company (“A Warrant” and “B Warrant” and collectively: the
    “Warrants”). The Warrants shall be issued on the Closing Date of each draw down pursuant to a delivery
    of a Draw Down Notice from Company to Buyer.
	 	 	 
	 	b.	Terms
    of A Warrant. Pursuant to each Draw Down Notice, the Company shall issue to the Buyer A Warrants for a period of one year
    with an exercise price per A Warrant equal to 25% above the average of the closing price of the Company’s Common Stock
    in the market during the 3 trading days immediately preceding the date on which a Draw Down Notice is provided by the Company.
    The number of A Warrants to be issued by the Company will be equal to the number derived from a division of the Purchase Price
    pursuant to each Draw Down Notice by the market price of the Company’s Common Stock as such is reflected by the average
    of the closing price of the Company’s Common Stock in the market during the 3 trading days immediately preceding the
    date on which a Draw Down Notice is provided by the Company. Each A Warrant shall be exercisable into one share of Common
    Stock of the Company and shall become exercisable 6 months after its issuance.
	 	 	 
	 	c.	Terms
    of B Warrant. Pursuant to each Draw Down Notice, the Company shall issue to the Buyer B Warrants for a period of two years
    with an exercise price per B Warrant equal to 50% above the average of the closing price of the Company’s Common Stock
    in the market during the 3 trading days immediately preceding the date on which a Draw Down Notice is provided by the Company.
    The number of B Warrants to be issued by the Company will be equal to the number derived from a division of the Purchase Price
    pursuant to each Draw Down Notice by the market price of the Company’s Common Stock as such is reflected by the average
    of the closing price of the Company’s Common Stock in the market during the 3 trading days immediately preceding the
    date on which a Draw Down Notice is provided by the Company. Each B Warrant shall be exercisable into one share of Common
    Stock of the Company and shall become exercisable 6 months after its issuance.


 



    	 



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	 	d.	Previous
    Draw Downs. The additional terms set forth in this Amendment 1 to the Agreement shall apply also to any draw down the
    Company already made under the Agreement. Any A Warrants and B Warrants to be issued further to a previous Draw Down Notice
    under the Agreement, shall have the same terms of the A Warrants and the B Warrants issued to the Buyer pursuant to the first
    Draw Down Notice made under the Agreement after this Amendment 1 is executed by the Parties.


 


2.
Registration Rights. All A Warrants and B Warrants issued to Buyer under the Agreement and the shares underlying such Warrants
shall be included under the term “Registrable Securities” as such term is defined in the Registration Rights Agreement
between the Company and the Buyer dated April 1, 2020.


 


IN
WITNESS WHEREOF, the undersigned Buyer and Company have caused this Amendment 1 to the Agreement to be duly executed as of
the date first above written.


 


	Name:
    __________________	 	Name:
    _____________________
	 	 	 
	Signature:
    ______________________	 	Signature:
    ____________________
	 	 	 
	for
    and on behalf of:	 	for
    and on behalf of:
	 	 	 
	TECHCARE
    CORP.	 	CITRINE
    S A L INVESTMENT & HOLDINGS LTD


 


	Name:
    ________________________	 	Name:
    __________________
	 	 	 
	Signature:
    ______________________	 	Signature:
    _______________
	 	 	 
	for
    and on behalf of:	 	for
    and on behalf of:
	 	 	 
	BEEZZ HOME TECHNOLOGIES LTD	 	WEALTHSTONE PRIVATE EQUITY LTD


 




    	 



    	Page 3 of 4



    

 


	Name:
    ____________________	 	Name:
    __________________
	 	 	 
	Signature:
    ______________________	 	Signature:
    _______________
	 	 	 
	for
    and on behalf of:	 	for
    and on behalf of:
	 	 	 
	WEALTHSTONE
    HOLDINGS LTD	 	GOLDEN
    HOLDINGS NETO LTD


 


	Name:
    ____________________	 	Name:
    __________________
	 	 	 
	Signature:
    ______________________	 	Signature:
    _______________
	 	 	 
	for
    and on behalf of:	 	for
    and on behalf of:
	 	 	 
	CITRINE BIOTECH 5 LP	 	CITRINE HIGH TECH 6 LP


 




    	 



    	Page 4 of 4



    

 


	Name:
    __________________	 	Name:
    __________________
	 	 	 
	Signature:
    ______________________	 	Signature:
    _______________
	 	 	 
	for
    and on behalf of:	 	for
    and on behalf of:
	 	 	 
	CITRINE
    HIGH TECH 7 LP	 	CITRINE
    8 LP


 


	Name:
    ____________________	 	Name:
    ________________
	 	 	 
	Signature:
    ______________________	 	Signature:
    _______________
	 	 	 
	for
    and on behalf of:	 	for
    and on behalf of:
	 	 	 
	CITRINE
    9 LP	 	CITRINE
    BIOTECH 10 LP