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AMENDMENT NO. 1 <br /> TO <br /> VERA CLINIC AGREEMENT <br /> THIS AMENDMENT NO. 1 TO VERA CLINIC AGREEMENT (this "Amendment"), <br /> dated as of December 2G 2019(the"Effective Date"),amends the terms of that certain Vera Clinic <br /> Agreement, dated June 7, 2019, by and among Vera Whole Health, Inc.,Vera Whole Health WA, <br /> P.C.,and the City of Everett(the"Agreement"). All capitalized terms not otherwise defined herein <br /> shall have the meanings set forth in the Agreement. <br /> The parties desire to amend the Agreement to fix the amount of Start-Up Expenses that are <br /> payable by Employer under the Agreement at $1,200,000, to amend the Agreement with respect <br /> to the lease of the Clinic facility,and to make certain other amendments. Pursuant to Section 10.10 <br /> of the Agreement,the Agreement may be amended by written consent of the parties. <br /> The parties agree: <br /> 1. Section 2 of Schedule 2. Section 2 of Schedule 2 to the Agreement is hereby amended <br /> and restated in its entirety to read as follows: <br /> "2. Start Up Expenses. Constructing, setting up and equipping the Clinic involves <br /> expenditures for, among other things,tenant improvements, and equipment and supplies, each of <br /> which shall be paid by Vera and reimbursed by Employer in accordance with this Section 2 <br /> ("Start-Up Expenses"). <br /> The Parties agree that the amount of Start-Up Expenses to be paid by Employer to Vera11 <br /> under this Agreement will not exceed $1,200,000 (such$1,200,000,the"Employer's Start-Up <br /> Expenses"), and the parties acknowledge that the total expected Start-Up Expenses are estimated <br /> to be approximately $1,700,000 (as detailed in Schedule 2, Exhibit D) (the"Total Start-Up <br /> Expenses"). Vera, and not Employer, will pay the difference between the Employer's Start-Up <br /> Expenses and the Total Start-Up Expenses, even if such Total Start-Up Expenses exceed <br /> $1,700,000 (such difference, "Vera's Start-Up Expenses"). <br /> (a) Tenant Improvements. Tenant improvements at the Clinic are Start-Up Expenses. <br /> Vera will require that its contractor will pay Washington prevailing wages, chapter 39.12 RCW. <br /> Prior to beginning any Clinic tenant improvements: <br /> 1. Vera must have provided Employer's HR Director(or other person <br /> designated by Employer) with a reasonable opportunity to comment on proposed layouts, <br /> finishes, materials, and plans and specifications. <br /> 1 <br />