Exhibit 10.29


 


Yorkville Advisors Global, LP


 


1012 Springfield Avenue

Mountainside, NJ 07090


October 14, 2020


 


VIA EMAIL


Robert Clark


Kona Gold Solutions, Inc.

746 North Drive STE A

Melbourne, FL 32934


 


Dear Mr. Clark:


 


On May 14, 2020, YA1I
PN, Ltd. (the “Investor”), and Kona Gold Solutions, Inc. (“Company”), entered into a Securities
Purchase Agreement (the “Securities Purchase Agreement”) and related transaction documents (collectively referred
to with the Securities Purchase Agreement as the “Transaction Documents”) pursuant to which the Investor invested
in two secured convertible debentures (individually referred to as the “First Convertible Debenture” and the “Second
Convertible Debenture”), each in the amount of $250,000, and is obligated to invest in a third secured convertible debenture
in the amount of $500,000 (the “Third Convertible Debenture”), upon various conditions precedent as articulated
in Section 8(c) of the Securities Purchase Agreement, within one day of the underlying registration statement filed in connection
Transaction Documents (the “Registration Statement”) being declared effective by the United States Securities
and Exchange Commission (the “SEC”) (the First Convertible Debenture, the Second Convertible Debenture and the
Third Convertible Debenture shall collectively be referred to as the “Convertible Debentures”).


 


As articulated in Section
8(c) of the Securities Purchase Agreement, certain conditions precedent to the Investor’s obligation to invest in the Third
Convertible Debenture in addition to the Registration Statement being declared effective by the SEC and among other conditions
articulated in Section 8(c) of the Securities Purchase Agreement are that:


 


		●	The (Company’s) Common Stock shall be authorized for
quotation or trading on the Primary Market (as defined in the Securities Purchase Agreement);



 


		●	The Company shall have provided to the Investor an executed Officer’s Certificate in a form
satisfactory to the Investor; and



 


		●	The shares of the Company’s Common Stock shall be trading at a price per share of $0.03 or
greater, as quoted by Bloomberg, LP (through its “Volume at Price” function).






  



     


     


    

 


Pursuant to this letter, the Investor hereby advises
you that:


 


		●	The Officer’s Certificates issued to the Investor by the Company in connection with the First
Convertible Debenture and the Second Convertible Debenture are sufficient for purposes of the Investor investing in the Third Convertible
Debenture;



 


		●	The Investor waives the condition precedent that the Company’s Common Stock shall be authorized
for quotation or trading on the Primary Market (as defined in the Securities Purchase Agreement) for purposes of the Investor investing
in the Third Convertible Debenture; and



 


		●	The Investor waives the condition precedent that the shares of the Company’s Common Stock
shall be trading at a price per share of $0.03 or greater, as quoted by Bloomberg, LP (through its “Volume at Price”
function), for purposes of the Investor investing in the Third Convertible Debenture.



 


Except as expressly
set forth above, all of the terms and conditions of the Transaction Documents and the Convertible Debentures shall continue in
full force and effect, and shall not be in any way changed, modified, or superseded.


 


Please acknowledge your agreement to the foregoing
by signing below where indicated.


 


	 	Sincerely,
	 	 	 
	 	YA II PN, LTD.
	 	 	 
	 	By: Yorkville Advisors Global, LP
	 	Its: Investment Manager
	 	 	 
	 	By: Yorkville Advisors Global II, LLC
	 	Its: General Partner
	 	 
	 	By:	/s/ David Gonzalez
	 	Name:	David Gonzalez
	 	Title:	Member


 


	Acknowledged and Agreed
 on October 14 , 2020:	 
	 	 	 
	KONA GOLD SOLUTIONS, INC.	 
	 	 	 
	By:	/s/ Robert Clark	 
	Name: 	Robert Clark	 
	Title: 	Chief Executive Officer