Exhibit 10.12

June 11, 2021

Chris Lynch

Dear Chris:

This letter confirms the terms and conditions of your employment with Sprinklr, Inc. (the “Company”).

1.    You will continue as the Company’s Chief Financial Officer. During the period of your employment, you shall (a) devote your entire working time for or at the direction of the Company or its affiliates, (b) use your best efforts to complete all assignments, and (c) adhere to the Company’s procedures and policies in place from time to time.

2.    Your annual base salary will continue to be $440,000 per year payable in accordance with the Company’s standard payroll schedule for salaried employees (currently twice per month), subject to standard withholding and payroll taxes. In addition, you continue to be eligible to participate in the Senior Executive Bonus Plan. Please note that variable compensation pursuant to this plan is not fixed compensation and the amount you receive will be dependent on achievement and performance.

3.    Any equity incentive awards granted to you by the Company prior to the date of this letter (the “Prior Awards”) shall continue to be governed by their terms. You may be eligible to receive future equity awards, as determined in the sole discretion of the Board or a committee thereof.

4.    The parties agree that you will continue to work from your home in Austin, Texas until both parties mutually agree that you will relocate to the Company’s NYC office.

5.    During your employment with the Company you will continue to be eligible to participate in all of our then current customary employee benefit plans and programs, subject to eligibility requirements, enrollment criteria, and the other terms and conditions of such plans and programs. The Company reserves the right to change or rescind its benefit plans and programs and alter employee contribution levels in its discretion. You will be eligible to take part in the Company’s vacation policies in effect from time to time. Currently, the Company offers a Flexible Paid Time Off (PTO) policy under which PTO is not tracked, accrued or carried over from year to year. PTO may be used as needed and upon approval.

6.    The previously executed Non-Disclosure and Invention Assignment Agreement (the “NDA”), the terms of which are in addition to the terms of this offer letter, remains unchanged and in effect. By executing this letter below, you represent and warrant to the Company that you have no agreement with, or duty to, any previous employer or other person or entity that would prohibit, prevent, inhibit, limit, or conflict with the performance of your duties to the Company.

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7.    You will continue to be covered by the Company’s Severance and Change in Control Plan (the “Severance Plan”), as may be amended from time to time. Although we hope that your employment with us is mutually satisfactory, employment at the Company is “at will.” This means that, just as you may resign from the Company at any time with or without Cause (as defined in the Severance Plan), the Company has the right to terminate your employment relationship at any time with or without Cause (as defined in the Severance Plan). Neither this letter nor any other communication, either written or oral, should be construed as a contract of employment, unless it is signed by both you and the Company’s Chief Executive Officer (or such person designated by the Company), and such agreement is expressly acknowledged as an employment contract.

8.    This letter together with the NDA contains the entire understanding between you and the Company, supersedes all prior agreements and understandings between you and the Company related to your employment, and is governed by the laws of the State of New York. This letter may not be modified, changed or altered except in writing signed by you and the Company.

Kindly sign your name at the end of this letter to signify your understanding and acceptance of these terms and to confirm that no one at the Company has made any other representation to you. The Company looks forward to continued success with you.

Sincerely,

SPRINKLR, INC.

/s/ Diane K. Adams

Diane K. Adams

Chief Culture and Talent Officer

Agreed to and Accepted by:

/s/ Chris Lynch

NAME: Chris Lynch

Date: June 12, 2021                                                                     

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