Vera Whole Health Inc 12/20/2019 Amendment 1

including payment of all rent and other financial obligations due as of the date of assignment, and shall not be in default under the Lease. (b) Employer agrees that in the event that prior to the third anniversary of the Effective Date of this Agreement either Employer terminates this Agreement pursuant to Section 9.2(c)or Vera terminates this Agreement in accordance with Section 9.3,then Employer shall pay Vera an early termination fee in the amount equal to (1) if Employer does not elect to receive assignment of the Lease, costs actually and reasonably incurred by Vera in terminating the lease up to a maximum amount equal to 6 months of rental payments on the lease or(2)if Employer elects to receive assignment of the lease, costs reasonably incurred by Vera in assigning the Lease up to a maximum amount equal to 6 months of rental payments on the Lease. (c) Vera agrees that in the event that Employer terminates this Agreement in accordance with Section 9.2(a)or Section 9.2(b),then Vera will at the written request of Employer assign the Lease to Employer at no charge to Employer,with Vera paying the lessor any assignment fee that may be due under the Lease. In the event of any other termination of the Lease,Vera will at the written request of Employer assign the Lease to Employer, so long as Employer pays any assignment fee that may be due under the Lease. (d) Vera agrees that(i)Vera will pay all rent and other charges due under the Lease on or prior to the date such rent or charges are due; (ii) at any time, Employer, in its discretion, may pay the rent and other charges due under the Lease directly to the Landlord and offset such payments against the amounts due or reimbursable to Vera by Employer; and(iii) immediately upon receipt, Vera will give Employer a copy of each and every notice or other communication Vera receives from the Landlord that includes any statement that Vera is or may become in default under the Lease or that Vera is or may become not in full compliance with the Lease. Further Vera agrees that, without the prior written consent of Employer: (1)Vera will not amend or modify the Lease in any way or terminate the Lease; (2) Vera will not assign or pledge the Lease or its rights or obligations thereunder; and(3) Vera will not waive any of the obligations of the Landlord under the Lease or consent to or approve any failure of the Landlord to comply with the terms of the Lease. 3. Section 7 of Schedule 2. Section 7 of Schedule 2 to the Agreement is hereby amended and restated in its entirety to read as follows: 7. Ownership of Equipment and Supplies. Unless otherwise agreed to in writing by the Employer and Vera, all personal property purchased by Vera and reimbursed by Employer 3