Vera Whole Health Inc 12/20/2019 Amendment 1

2. Employer's Finance Director must have approved the construction contract price, which approval will not be unreasonably withheld. All reimbursement invoices from Vera for tenant improvement costs must be accompanied by a copy of the contractor invoice to Vera and any other back-up information reasonably requested by Employer. Vera will not mark-up tenant improvement costs. Employer will pay invoices within 30 days after receipt. (b) Other Start-Up Expenses. Other Start-Up Expenses, which are in addition to tenant improvements and which will commence as of the date of this Agreement, are estimated as stated in Exhibit D to this Schedule 2. These Start-Up Expenses will be invoiced by Vera during the month immediately following the month in which the costs or charges were incurred. Employer shall pay each invoice under the same terms as stated in Section 5 below. The parties agree that the costs stated in Exhibit D to this Schedule 2 are estimates only. Employer's obligation to reimburse Vera for Start-Up Expenses on Exhibit D are subject to the following: 1. Employer's obligation to reimburse Vera shall be based on actual cost incurred without mark-up. Unless specifically provided otherwise in Exhibit D, Start-Up Expenses are only expenses for which Vera pays to others and do not include internal expenses, such as administrative overhead and costs of Vera staff time. 2. The parties expressly acknowledge and agree that the total amount of Start-Up Expenses to be reimbursed by Employer to Vera under this Agreement will not exceed the Employer's Start-Up Expenses. 3. Vera will provide to Employer(or Employer's designee)all back-up information reasonably requested by Employer necessary to verify that the amounts invoiced as Start-Up Expenses are amounts equal to the amounts actually incurred by Vera." 2. Section 6 of Schedule 2. Section 6 of Schedule 2 to the Agreement is hereby amended and restated in its entirety to read as follows: "6. Lease. Vera has entered into a long-term lease dated on or about August 30,2019 with Claremont Village Station, LLC for the Clinic facility as to be amended by Amendment No. 1 (as amended,the"Lease"). In order for both parties to share the risk associated with the Lease: (a) Upon termination of this Agreement, Employer shall have the right,in its sole discretion,to elect to have Vera assign the Lease for the Clinic facility to Employer. If Employer exercises this right,Vera shall promptly assign the Lease and all of its interest in any tenant improvements.As of the date of assignment,Vera shall have performed all of its obligations under the lease, 2