Exhibit
10.12 


 


AMENDMENT
TO PROMISSORY NOTE


 


THIS
AMENDMENT TO PROMISSORY NOTE (this “Fifth Amendment”), dated as of March 10, 2022, 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 executed and delivered an amendment to promissory note (the “Second Amendment”) dated as of December 31, 2021;


 


WHEREAS,
Maker executed and delivered an amendment to promissory note (the “Third Amendment”) dated as of January 26, 2022;


 


WHEREAS,
Maker executed and delivered an amendment to promissory note (the “Fourth Amendment”) dated as of February 28, 2022;


 


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, the First Amendment, the Second Amendment, the Third Amendment, and the Fourth
                                            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) April 30, 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)
                                            April 30, 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, the First Amendment, the Second Amendment, the Third Amendment, and the Fourth
                                            Amendment shall remain in full force and effect.
	 	 	 
		5.	This
                                            Fifth Amendment shall be governed by New York law, without regard to conflicts of law principles.
	 	 	 
		6.	This
                                            Fifth Amendment shall be binding upon and inure to the benefit of the parties and their respective
                                            successors and assigns.
	 	 	 
		7.	This
                                            Fifth 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.



 


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IN
WITNESS WHEREOF, Maker and Payee, intending to be legally bound hereby, have caused this Fifth 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
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