Exhibit 10.12(a)

   

  Amendment to the Subscription Agreement dated
    May 20, 2014 (the “Agreement”)

  By and between Ayla Networks, Inc. (“Ayla”)
    and Owlet Baby Care Inc. (“Customer”)

   

  This Amendment supplements and modifies the Agreement as follows:

   

  		1.	Section 2, “Access and Use of the Service; Restrictions”


  Section 2.1 shall be supplemented
    with the following:

  Subject to the terms stated
    herein and Customer’s performance of its obligations, Ayla grants to Customer a personal, non-exclusive, license to use the
    Software, which, as defined herein includes software made available to Customer in source code format. Customer may use the Software
    solely to de-bug the software embedded in its device(s) or application(s) solely for the purpose of connecting to the Ayla cloud
    platform. The ‘Ayla cloud platform’ includes the developer platform (which is Ayla’s proprietary developer and
    testing cloud platform) and the field platform (which is Ayla’s proprietary production cloud platform). Customer’s
    rights are for internal company use only, and Customer shall not disclose, distribute or otherwise transfer the Software for any
    purpose. Customer may not use such Software to connect to any other cloud service or platform. Any transfer by Customer of any
    Software or other application made available in source code format is prohibited. The Software is provided to Customer on an ‘as-is,
    where-is’ basis, and Ayla will not provide support, documentation or any other assistance. If Customer discovers a bug using
    the Software, Customer may request that Ayla provide a patch in accordance with applicable support policies and procedures.

   

  In addition to the terms
    contained herein, Customer agrees that Software is considered Confidential Information and is accessible only by Customer's employees
    who have a need to access the Software. Customer warrants that: (a) any such employee has been apprised of and acknowledges the
    confidential and proprietary nature of the Software; (b) has been trained in accordance with industry standard procedures designed
    to preserve the confidentiality of the Software; and (c) its employees are aware and agree to Customer's obligations to use the
    Software only under the conditions permitted herein. Customer will not allow hard copy versions of any portion of the Software
    to exist except within secure locations. Customer will not allow soft copy versions of any portion of Software to reside on computers
    or networks unless they are password protected with access available only to authorized employees. Ayla may, from time to time
    and upon reasonable prior written notice, audit Customer’s compliance with the terms contained herein. Customer will be responsible
    and fully liable to Ayla for any breach hereunder. If there is any unauthorized use or disclosure of the Software, Customer shall
    notify Ayla immediately and fully cooperate, at Customer's expense, in minimizing the effects of such unauthorized use or disclosure.

   

  The Software may contain
    third party materials, including software (along with libraries, databases, drivers and similar components, or portions thereof)
    that is made available for use under a free or open source license. In addition to the restrictions and obligations stated herein,
    Customer will comply with any restrictions and obligations related to the third party materials. The third party materials are
    published at http://www.aylanetworks.com/third-party-software, and may be updated from time to time. Customer shall not use or
    take action with any portion of the Software in a manner that would: (a) require the Software to be disclosed or distributed in
    source code format; or (b) require the Software to be modified or derivative works made without additional compensation; or (c)
    require the Software be redistributable at no charge; or (d) permits reverse engineering of the Software; or (e) require the Software
    to be used only for non-commercial purposes; or (f) require third party attribution; or (g) restrict any rights to assert or enforce
    patent rights.

   

  
  
    	 	 	 


  

  
     

  

  
    

  The Software is not designed,
    intended, or certified for use involving the operation of weapons, weapons systems, nuclear installations, means of mass transportation,
    aviation, life support computers, pollution control, hazardous substance management. Customer shall not, directly or indirectly,
    transmit, disclose or otherwise provide: (i) social security numbers (or similar personal identification number) ; (ii) health
    insurance or policy identification numbers, protected health information regulated under the Health Insurance Portability and Accountability
    Act of 1996; or (iii) credit card, payment account information or any other payment information where the transfer to and processing
    by Ayla would cause Ayla to be subject to the Payment Card Industry Data Security Standard. If Customer, directly or indirectly,
    transmits or provides to Ayla any Data or information described herein, Customer shall indemnify, and hold Ayla harmless from and
    against, any liability arising from such transmission.

   

  		2.	Section 8, “Warranties and Disclaimer”


  For Software provided
    in source code format, Ayla does not warrant that any Software modified by Customer will achieve the functionality described in
    the Agreement or elsewhere.

   

  		3.	Section 10, “Indemnification”


  Section 10.2 shall be supplemented
    with the following:

  Ayla shall have no obligations
    under this section or otherwise with respect to any infringement claim to the extent such claim is based upon or arises out of
    any modification or alteration of the Software, including any changes in the source code unless such changes were made by Ayla.

   

  This Amendment is effective as of July 14, 2020. To the extent there
    is a conflict between the Agreement and this Amendment, the terms contained in this Amendment shall control. Other than as expressly
    agreed herein, no other terms in the Agreement are affected or modified.

   

  	OWLET BABY CARE INC.	 	AYLA NETWORKS, INC.
	(CUSTOMER)	 	 	 
	 	 	 	 	 
	By:	/s/ Mike Abbott	 	By: 	/s/ Jonathan Cobb


   

  	Name:	Mike Abbott	 	Name:	Jonathan Cobb


   

  	Title:	President	 	Title:	CEO