Waiver Pursuant to Share Exchange Agreement dated November 11, 2020 by and between Tongji Healthcare Group, Inc., West Of Hudson Group, Inc., Amir Ben-Yohanan, Chris Young, Simon Yu and Mr. Ben-Yohanan as the representative of the WOHG Shareholders

Exhibit 10.7 

WAIVER PURSUANT TO

SHARE EXCHANGE AGREEMENT

Dated as of November 11, 2020

This Waiver Pursuant to Share Exchange Agreement (this “Waiver”) is entered into as of the date first set forth above (the “Waiver Date”) by and between (i) Tongji Healthcare Group, Inc. a Nevada corporation (the “Company”); (ii) West Of Hudson Group, Inc., a Delaware corporation (“WOHG”), (iii) each of the shareholders of WOHG as set forth on the signature pages hereto (the “WOHG Shareholders”) and (iv) Amir Ben-Yohanan as the representative of the WOHG Shareholders (the “Shareholders’ Representative”). Each of WOHG and the WOHG Shareholders may be referred to collectively herein as the “WOHG Parties” and separately as an “WOHG Party.” Each of the Company, each WOHG Party and the Shareholders’ Representative may be referred to herein collectively as the “Parties” and separately as a “Party”.

WHEREAS, the Parties are all of the Parties to that certain Share Exchange Agreement dated as of August 11, 2020 (the “Agreement”) and now desire to execute this Waiver in connection with the closing of the transactions as contemplated therein;

NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived therefrom, and intending to be legally bound hereby, it is hereby agreed as follows:

[Signatures Appear on Following Page] 

IN WITNESS WHEREOF, the Parties have executed this Waiver as of the Waiver Date.