Exhibit 10.9


 


April
12, 2021


 


Citrine Global, Corp.


 


Board of Directors


 


	 	Re:	Second Amendment to Convertible Note Purchase Agreement dated April 1, 2020




 


Reference is made to that
certain Convertible Note Purchase Agreement, dated April 1, 2020, entered by and among Citrine Global, Corp. (the “Company”),
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 (collectively, the “Buyers”), and as further amended on June 12, 2020. The purpose of
this amendment letter (the “Amendment Letter”) is to amend and modify the CL Agreement.


 


The Company and the Buyers
hereby agree to amend and modify the CL Agreement as follows:


 


		1.	The
                                            annual interest on the convertible promissory notes, attached thereto as Exhibit A to the
                                            CL Agreement (the “Notes”), should be changed, effective January 1, 2021,
                                            to nine percent (9%) per annum.
	 	 	 
		2.	In
                                            the event of an investment of at least $5 million of the Company’s securities is consummated
                                            by the Company, then the Company shall repay the principal amount and annual interest of
                                            the Notes out from those proceeds.
	 	 	 
		3.	The
                                            Exercise Price of the A Warrant and the B Warrant should each be $0.10 per share, and the
                                            terms of each of the A Warrant and B Warrant should be extended by one (1) year.



 


This Amendment Letter shall
become effective as of the date hereof. There are no conditions precedent or subsequent to the effectiveness of this Amendment
Letter. Except as modified by the terms of this Amendment Letter, the terms and provisions of the CL Agreement shall remain unmodified
and in full force and effect. Other than as stated herein, this Amendment Letter shall not operate as a waiver of any condition
or obligation imposed on the parties under the CL Agreement. In the event of any conflict, inconsistency, or incongruity between
any provision of this Amendment Letter and any provision of the CL Agreement, the provisions of this Amendment Letter shall govern
and control. This Amendment shall not be changed or modified orally, but only by an instrument in writing signed by the parties.


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned Buyers and Company have caused this Second Amendment to the CL 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:
	 	 	 
	CITRINE GLOBAL, 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


 


	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


 


	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