Vera Whole Health Inc 12/20/2019 Amendment 1

to pay the City Rent under the Lease when it is due and not paid by Tenant as set forth in the preceding sentence. Landlord and Tenant agree that the City may make City Rent payments on behalf of Tenant directly to Landlord via Electronic Funds Transfer through Bill Trust or other payment location designated by Landlord in Landlord's sole discretion. 7. Termination of Amendment. A. The parties acknowledge that no City consent is required for Landlord and Tenant to amend the Lease. However, if the Lease is amended or modified without Tenant obtaining the prior written consent of the City, the City may terminate this Amendment by written notice to Landlord and Tenant, in which case the termination of this Amendment shall be deemed to have occurred on the date of such amendment or modification. B. The parties acknowledge that the Clinic Agreement is the reason the City is entering into this Amendment. Accordingly, if the Clinic Agreement's rent reimbursement obligations substantially terminate or the entire Clinic Agreement terminates and the City gives written notice thereof to Landlord, this Amendment shall terminate effective as of the date of delivery of such notice. If this Amendment is terminated under Section 7(A) or (B) of this Amendment, then, effective as of the date of such termination, this Amendment shall have no further force or effect, except that the City shall remain obligated to pay the City Rent due and owing before the date of such termination that is not paid by Tenant in accordance with Section 6 of this Amendment. 8. Remainder of Lease Unchanged. Except as set forth in this Amendment, the provisions of the Lease shall remain unchanged and shall continue in full force and effect. This Amendment may be executed in counterparts (each of which shall be deemed an original but all of which together shall constitute one and the same Lease) and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. In the event that any signature is delivered by facsimile transmission or by e mail delivery of a ".pdf"format data file, or by electronic signature pursuant to ESIGN or UETA, or similar laws such signature or electronic execution shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such were an original thereof. The delivery of an executed copy hereof by Tenant shall be deemed an offer only, open for acceptance by Landlord solely upon execution and delivery of this Amendment by Landlord and an agreement binding on Landlord shall not be deemed formed until such execution and delivery notwithstanding any reliance by Tenant on any oral or written or other statements from Landlord or any of its agents delivered via e-mail or otherwise. Tenant hereby acknowledges that it disclaims any such reliance. IN WITNESS WHEREOF, this Amendment is duly executed as of the day and year first above written.