October 5, 2022 Richard A. Young, Ph.D.

 

Exhibit 10.12

October 5, 2022

Xxxxxxx X. Xxxxx, Ph.D.

0 Xxxxxxxxxx Xxxxx, Xxx. 0000

Boston, MA 02114

Re: Amendment #3 to Consulting Agreement

Dear Xxxxxxx:

This is in reference to the Consulting Agreement between VL42, d/b/a Omega Therapeutics, Inc., and Xxxxxxx X. Xxxxx, Ph.D. dated November 7, 2016 (the “Agreement”). All capitalized terms used in this letter and not otherwise defined in this letter shall have the same meaning as in the Agreement.

Whereas the parties to the Agreement have agreed to extend the term of the Agreement through November 7, 2023, the parties hereby amend and restate Section 2 of the Agreement in its entirety, to read as follows:

2. Term. This Agreement shall commence on the Effective Date hereof and shall continue until November 7, 2023 unless sooner terminated in accordance with the provisions of Section 4 herein or unless further extended by mutual written consent of the parties (such period being referred to as the “Consultation Period”).

Please sign below to confirm you agree with this Amendment, and kindly return a copy of the signed letter to us.

Sincerely,

/s/ Xxxxxx XxXxxxxx

Xxxxxx XxXxxxxx

Chief Scientific Officer

Agreed:

/s/ Xxxxxxx X. Xxxxx

Name: Xxxxxxx X. Xxxxx, Ph.D.

Omega Therapeutics, Inc., 00 Xxxxx Xxxx Xxxxx, Xxxxxxxxx, XX 00000 Phone: + 000 000 0000 · xxx.xxxxxxxxxxxxxxxxx.xxx