Exhibit 10.12


 


Amendment to Employment Agreement


 


This Amendment to Employment Agreement (“Amendment”),
dated February 21, 2019 (the “Effective Date”), is entered into between Certara Holdco, Inc. (the “Company”),
a Delaware corporation, and Edmundo Muniz (“Executive”).


 


WHEREAS, Arsenal MBDD Holding, L.P. (“Arsenal”)
and Executive entered into that certain Employment Agreement, dated May 15, 2014 (the “Employment Agreement”);


 


WHEREAS, the Company is a wholly-owned subsidiary
of EQT Avatar Holdings, Inc., the successor-in-interest to Arsenal MBDD Holding, L.P.;


 


WHEREAS, the parties acknowledge and agree
that the Employment Agreement is in full force and effect;


 


WHEREAS, the parties desire to amend the
Employment Agreement to include additional post-employment benefits on the terms and subject to the conditions set forth herein;


 


NOW, THEREFORE, in consideration of the
foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows:


 


1.            Definitions.
Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Employment Agreement.


 


2.            Amendment
to the Employment Agreement. As of the Effective Date, the Employment Agreement is hereby amended or modified as follows:


 


The following section is hereby added to
the Employment Agreement as Section 4.4(c):


 


“(c)        COBRA.
Executive’s termination of employment under this Section 4.4 is a qualifying event for purposes of continuation
of coverage of Executive’s health insurance under COBRA. If Executive elects COBRA coverage, the Company shall pay 100%
of health insurance premiums under COBRA for Executive and his eligible dependents, in each case solely to the extent Executive
was receiving such coverage as of the Termination Date, until the earlier of (i) eighteen (18) months following the Termination
Date or (ii) until Executive is otherwise eligible for coverage by another group health plan (the “COBRA Period”).
Please be advised that in order to receive COBRA coverage, Executive must submit the acceptance letter to the COBRA Administrator,
regardless of who is paying for the benefit. Executive will not have coverage until the COBRA election form has been received
by the COBRA Administrator. Such continuation coverage shall cease to apply if Executive is eligible to receive equivalent or
superior other coverage from Executive’s new employer or pursuant to the Executive spouse’s plan without Executive
being required to incur or pay any cost therefor. In the event that the Company determines in its discretion that it is not practicable
or possible to continue to provide such medical or dental benefits, the Company shall pay Executive for the cost of replacing
such benefits on an after-tax basis (i.e., grossing up of payments to the Executive to account for taxes).”


 






     


     


    

 


3.            Miscellaneous.


 


(a)            This
Amendment is governed by and construed in accordance with, the laws of the State of Delaware, without regard to the conflict of
laws provisions of such State.


 


(b)            This
Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitute one and the same agreement.


 


IN WITNESS WHEREOF, the Parties have executed this Amendment
as of the Effective Date.


 


Certara Holdco, Inc.


 


	By:	/s/ Richard Traynor	 	/s/ Edmundo Muniz
	Name: Richard Traynor	 	Edmundo Muniz
	Title: Secretary