Exhibit 10.12


 


TRANSLATION


 


AMENDMENT
TO CONTRACT OF DISPOSAL OF INTELLECTUAL PROPERTY


 


Between


 


		1.	MAGP
                                         INOVAÇÃO, S.A., with the registration and company sole number 510 597 270,
                                         with registered office at Rua da Fábrica, s/n, Sabugo, 2715-376 Almargem do Bispo,
                                         herein duly represented by Pedro Maria Almeida Lima Falcão e Cunha and João
                                         Lopes Teixeira Wahnon as directors, hereinafter referred to as MAGP,



 


and


 


		2.	FUSION
                                         WELCOME - FUEL, S.A., with the registration and company sole number 514 909 439,
                                         with registered office at Rua da Fábrica, s/n, Sabugo, 2715-376 Almargem do Bispo,
                                         herein duly represented by Frederico Figueira de Caves and Jaime Domingos Ferreira Silva
                                         as Directors, hereinafter referred to as FUSION FUEL,



 


Hereinafter
jointly referred as “Parties”,


 


Whereas:


 


		A)	At
                                         September 13th 2018 the Parties executed a Contract of Disposal of Intellectual Property,
                                         pursuant to which the Parties agreed on the total and definitive assignment and transfer
                                         from MAGP to FUSION FUEL of all property rights on a set of products and works which
                                         were developed, tested and produced by MAGP, as well as the terms of payments due for
                                         the transfer of the property rights on the products and the reimbursement of the costs
                                         associated to its development;



 


		B)	The
                                         Parties set as a date for the completion and presentation of the products and works by
                                         MAGP (“Completion Date”) the end of 2019, not considering any default before
                                         six months after such date;



 


		C)	Considering
                                         the new lines of investigation of products and works, that necessarily imply the delay
                                         of the Completion date, the Parties agreed to change the Completion Date and therefore
                                         the payment dates regarding the property rights of the products and the reimbursement
                                         of the costs;



 


The
Parties in good faith execute the present Amendment to Contract of Disposal of Intellectual Property, accepting, acknowledging,
and submitting to the clauses, terms, and conditions herein:


 






     


     


    

 


TRANSLATION


 


CLAUSE
FIRST


 


Except
otherwise provided herein or unless the context otherwise requires, the terms and expressions used in this Amendment shall have
the meaning attributed to them in the Contract of Disposal of Intellectual Property.


 


CLAUSE
SECOND


 


		1.	By
                                         this Amendment the Parties agree to set the Completion Date at the end of the year 2020.



 


		2.	The
                                         dates of payment regarding the property rights and reimbursement of costs provided for
                                         in clause 7.3. shall be automatically readjusted according to the previous number.



 


CLAUSE
THIRD


 


All
clauses of the Contract of Disposal of Intellectual Property that have not been change by the execution of this Amendment shall
remain unchanged and valid.


 


Lisbon,
May 22nd 2020


 


	On behalf
    of MAGP INOVAÇÃO, S.A.	 
	 	 
	/s/
    Pedro Falcão e Cunha	 
	Name: Pedro Falcão
    e Cunha	 
	Capacity: Director	 
	 	 
	On behalf of FUSION
    WELCOME - FUEL, S.A.	 
	 	 
	/s/
    Jaime Ferreira da Silva	 
	Name: Jaime Ferreira
    da Silva	 
	Capacity:
    Director