Exhibit
10.9 


 


AMENDMENT
TO PROMISSORY NOTE


 


THIS
AMENDMENT TO PROMISSORY NOTE (this “Second Amendment”), dated as of December 31, 2021, by and between Sunfire Acquisition
Corp Limited, a Cayman Islands exempted company (the “Maker”) and Sunfire Sponsor, LLC or its registered assigns or
successors in interest (the “Payee”).


 


WHEREAS,
Maker executed and delivered a Note dated as of June 30, 2021 in the principal sum of up to Three Hundred Thousand Dollars ($300,000)
in lawful money of the United States of America (the “Note”);


 


WHEREAS,
Maker executed and delivered an amendment to promissory note (the “First Amendment”) dated as of October 22, 2021;


 


WHEREAS,
Maker and Payee hereby desire and consent to amend the Note as set forth herein.


 


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


 


	 	1.	All
    capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Note and the First Amendment.
	 	 	 
	 	2.	Section
    1 is hereby amended in its entirety to read as follows: “Principal. The principal balance of this Note shall be payable
    by the Maker on the earlier of: (i) January 31, 2022 or (ii) the date on which Maker consummates an initial public offering of its
    securities. The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited
    to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the
    Maker hereunder.”
	 	 	 
	 	3.	Section
    3 is hereby amended in its entirety to read as follows: “Drawdown Requests. Maker and Payee agree that Maker may request
    up to Three Hundred Thousand Dollars ($300,000) for costs reasonably related to Maker’s initial public offering of its securities.
    The principal of this Note may be drawn down from time to time prior to the earlier of: (i) January 31, 2022 or (ii) the date on
    which Maker consummates an initial public offering of its securities, upon written request from Maker to Payee (each, a “Drawdown
    Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand
    Dollars ($10,000) unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later than five (5) business days
    after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under this Note is Three
    Hundred Thousand Dollars ($300,000). Once an amount is drawn down under this Note, it shall not be available for future Drawdown
    Requests even if prepaid. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown
    Request by Maker. Notwithstanding the foregoing, all payments shall be applied first to payment in full of any costs incurred in
    the collection of any sum due under this Note, including (without limitation) reasonable attorneys’ fees, and then to the reduction
    of the unpaid principal balance of this Note.”
	 	 	 
	 	4.	Except
    as specifically modified and amended herein, all other terms, conditions and covenants contained in the Note and the First Amendment
    shall remain in full force and effect.
	 	 	 
	 	5.	This
    Second Amendment shall be governed by New York law, without regard to conflicts of law principles.
	 	 	 
	 	6.	This
    Second Amendment shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.
	 	 	 
	 	7.	This
    Second Amendment may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same
    document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall
    only be necessary to produce one such counterpart.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, Maker and Payee, intending to be legally bound hereby, have caused this Second Amendment to be duly executed by the
undersigned as of the day and year first above written.


 


	 	SUNFIRE
    ACQUISITION CORP LIMITED
	 	 	 
	 	By:	/s/
    Thomas W. Neukranz
	 	Name:	Thomas
    W. Neukranz
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	SUNFIRE
    SPONSOR LLC
	 	 	 
	 	By:	/s/
     Barry Kostiner
	 	Name:	Barry
    Kostiner
	 	Title:	Manager


 


[Signature
Page to Amendment to Promissory Note]


 




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