Exhibit 10.1


 


CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO
AUGMEDIX, INC. IF PUBLICLY DISCLOSED.

 


SUTTER HEALTH


Sixth
AMENDMENT TO THE MASTER SERVICES AGREEMENT


 


This Sixth Amendment (the “Amendment”)
is entered into as of April 15, 2021 (the “Effective Date”) by and between SUTTER HEALTH, a California
nonprofit public benefit corporation, having a principal place of business at 2200 River Plaza Drive, Sacramento, CA, 95833 (“Customer”),
and AUGMEDIX OPERATING CORP. F/K/A Augmedix, Inc. a Delaware corporation, having
its principal place of business at 111 Sutter Street, Suite 1300, San Francisco, CA 94104 (“Supplier” or “Augmedix”).


 


RECITALS


 


WHEREAS, Customer and Supplier entered into an
agreement dated April 15, 2015 under which Supplier agreed to provide Remote Scribe Services through use of Google Glass Device Augmedix
Solution (the “Agreement”).


 


WHEREAS, Customer now desires to amend the Agreement
in accordance with the terms and conditions set forth herein.


 


NOW THEREFORE, in consideration of the promises
and mutual obligations and undertakings set forth below, the receipt and sufficiency of which are hereby acknowledged, the parties, intending
to be legally bound, agree as follows:


 


	1.	Renewal Term. The parties agree to extend the expiration date of the Agreement to April
14, 2024.



 


	2.	The following subsection I.F is hereby added to the end of Section I., Services Covered, of the Agreement
as follows:



 


“F. Method
of Provision of Services; Third-Party Tools and Services. Subject to compliance with the terms and conditions of this Agreement, Augmedix
will be responsible for determining the method, details and means on performing the Services.  Augmedix may, at its expense, deploy
third-party tools and services, such as speech-to-text technologies and natural language processing, as it deems necessary to perform
the Services or any portion thereof.  Augmedix may replace or cease the use of such third-party tools in its normal course of
business, provided that Augmedix shall remain wholly responsible for the performance of the Services. Upon request by Customer, Augmedix
shall provide Customer As pertains to this Agreement, Augmedix shall assume responsibility for the payment of any compensation and expenses
for such third-party tools and services, and shall hold Sutter harmless from any failure to provide such compensation and expenses. Augmedix
agrees to impose on any third-party tools and services performing Services under this Agreement obligations no less strict than those
imposed upon Augmedix under this Agreement with respect to safety, security, confidentiality, PHI and PII. As pertains to this Agreement,
Augmedix shall be responsible and liable for all third-party tools and services utilized performing Services.”


 


		3.	Remote Scribing. Exhibit A, Section 2.1.2. Exhibit A, Section 2.1 of the Agreement is hereby deleted
in its entirety and replaced with the following:



 


“Remote Scribing. Following
completion of the implementation period, Scribing is to be performed by Augmedix Scribes at a Customer pre-approved centralized third
party HIPAA compliant facility and/or on-site for quality and training purposes. The Parties agree that Sutter can designate whether or
not such Remote Scribing is performed within the United States or permitted to be performed outside of the United States. The pricing
for Steady-State Inside United States Services and Steady-State Outside United States Services is provided in Section 3.1 of this Exhibit.
Any agreed upon Outside United States locations for Remote Scribing Services shall be listed in Exhibit A-7. Augmedix will facilitate
coordination of Scribing into the EHR, in pending status, awaiting the provider’s review, finalization and approval. Audio and video
content generated during a patient session shall at all times be encrypted in transit and at rest.”


 






    Page 1 of 8


     


    

 


CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO
AUGMEDIX, INC. IF PUBLICLY DISCLOSED.


 


		4.	Implementation Fees. Exhibit A, Section 3.1. Exhibit A, Section 3.1 of the Agreement is hereby
deleted in its entirety and replaced with the following:



 


“In
consideration for Services rendered in connection with the implementation of Authorized Users, Customer shall pay a non-refundable implementation
fee in the amount of [***] per Authorized User cohort (“Implementation
Fee”). Customer may swap in a new Authorized User for a terminating Authorized User without incurring an Implementation Fee
for the new Authorized User, provided that each of the following criteria are satisfied: (i) the new Authorized User practices the same
specialty, (ii) Customer notifies Augmedix of the transition to the new Authorized User no later than [***]
prior to the terminating Authorized User’s last day of Service; and (iii) the new Authorized User’s start date is not more
than [***] after the terminating Authorized User’s last day of Service.”


 


		5.	Service Fees. Exhibit A, Section 3.2. Exhibit A, Section 3.2 of the Agreement is hereby
deleted in its entirety and replaced with the Exhibit A, Section 3.2 (Fees), attached hereto. There will be no modification
or additional Service Fees without the prior written approval of Customer and Supplier.



 


		6.	Exhibit A-7. Exhibit A-7 of the Agreement is hereby deleted in its entirety and replaced
with the amended Exhibit A-7 (Foreign Remote Scribing Locations), attached hereto.



 


		7.	Exhibit A-A – Augmedix Notes. A new exhibit shall be added to the Agreement as Exhibit
A-A, Augmedix Notes, attached hereto. Exhibit A-A is a supplement to the Agreement and subject to all terms and conditions
thereof, including, for the avoidance doubt, all terms and condtions of the Agreement applicablle to the Services described in Exhibit
A. To the extent Exhibit A-A is inconsistent with the terms of the Agreement, the terms of the Agreement will prevail. All capitalized
terms used in Exhibit A-A and not defined therein shall have the meaning assigned to such terms in the Agreement.



 


		8.	Payment Terms. Payment Terms, Section I.D, has been deleted in its entirety and replaced
with the following;



 


“Payment/Rebate.
Augmedix will invoice Customer for the Implementation Fees and the first month of Service Fees of its Authorized User(s) upon execution
of a Service Order. Customer will be invoiced [***] in advance of each
month of service thereafter. Supplier will select one of the Electronic Funds Transfer (“EFT”) options listed on Exhibit
E as its preferred method of receiving payment under this Agreement. Supplier or authorized distributor will directly invoice S3’s
Accounts Payable Department at the address listed below for payment owed by the Facility authorized under this Agreement that orders Products
or for which the order indicates such Products are purchased.


 


Mailing Address:


 


<Insert Name of Ordering Affiliate, for example: “Sutter
Bay Medical Foundation”>


Attn: <Insert name of person who requested the order>


Post Office Box 619110


Roseville, CA 95661


 


Undisputed charges on all invoices
will be subject to the payment terms set forth in Exhibit E. Other than as stated in this Agreement, or as subsequently agreed
to in writing between the parties, Supplier is solely responsible for payment of any other expenses incurred in connection with carrying
out Supplier’s duties under this Agreement. Such expenses include costs of all travel, lodging, food, licenses, bonds, taxes and
costs of doing business. In no event will Customer or Facilities be responsible to pay any expenses of Supplier not contained in this
Agreement or as otherwise agreed to in writing between the parties, whether or not incurred in connection with Supplier’s performance
under this Agreement. Supplier further agrees to abide by Customer’s written travel reimbursement policy if Customer chooses to
provide such written policy to Supplier.


 


Supplier will mail all payments owed
under this Agreement to S3, with the allocation data set forth below, to the following address:


 


Sutter Shared
Services “S3”


Strategic Sourcing/Supply
Chain


Attn: Jennifer Carlson, Director of
Strategic Sourcing


P.O. Box 619110


Roseville, CA 95661


 






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CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO
AUGMEDIX, INC. IF PUBLICLY DISCLOSED.


 


Supplier shall include, at a minimum, the following allocation
data, and such other information as Customer reasonably requests.


 


		●	Facility name and address






		●	rebate accrual period dates



		●	item/product number



		●	item/product description



		●	total purchase amount on which the rebate was calculated for each line item



		●	percent of rebate applied to the total purchase amount of each line item



		●	total dollar amount of rebate applied to each line item”



 


		9.	Exhibit E. Exhibit E (Supplier Payment Options), is hereby added to the Agreement.



 


		10.	Notices. Notices, Section V.A, has been deleted in its entirety and replaced with the following;



 


“Notices.
All written notices to be given in connection with this Agreement shall be sufficient if sent by certified or registered mail, postage
prepaid or by national overnight delivery service addressed to the party entitled to receive such notice at the address specified by such
party below, or, if inconsistent, at the address as provided by any W9 tax form to Customer. Either party may from time to time change
its address for purpose of receipt of notice by a notice delivered in compliance with this subsection. Except for notification regarding
termination, initiation of a dispute resolution process, indemnification obligations or breach of or failure to comply with any provision
of this Agreement, written notification shall be sufficient if sent via email (together with acknowledgment of receipt) or by facsimile
(together with proof of transmission) provided that the email addresses or facsimile numbers for the parties are provided below. Email
addresses and facsimile numbers may be changed by either party from time to time if notification of such change is delivered in compliance
with this Section.


 


	 	Customer:	
    Sutter Shared Services

    Strategic Sourcing/Supply Chain

    Attn: Director, Strategic Sourcing, Contracting and Value Analysis

    P.O. Box 619093

    Roseville, CA 95661

     

	 	A copy is to be sent to:	
    Sutter Health | Office of the General Counsel

    Attn: Counsel for Strategic Sourcing

    2200 River Plaza Drive, 3d Fl W

    Sacramento, CA 95833

    If by email: OGCBTGNotice@sutterhealth.org

     

	 	Supplier:	
    Augmedix Operating Corp.

    Attn: Legal Department

    111 Sutter Street, Suite 1300

    San Francisco, CA 94104

	 	 	 


		11.	California Civil Code 1798.100-199 (“CCPA”). The following subsection IV.G is
hereby added to the end of Section IV. Legal, of the Agreement as follows:



 


“IV.G.
California Civil Code 1798.100-199 (“CCPA”). “Personal Information” means, consistent with the CCPA
and other applicable California or federal Law, any information that identifies, relates to, describes, is capable of being associated
with, or could reasonably be linked, directly or indirectly, with a particular consumer or household.


 


		(a)	Limitations on Use of Information.



 


		(1)	All terms used in this Section that are defined
by the CCPA shall have the meanings set forth in the CCPA and its implementing regulations.



 


		(2)	Supplier may receive Personal Information from,
or on behalf of, Customer or third parties for the purpose of Supplier performing services for Customer or providing products as described
in this Agreement.  Supplier agrees that with regard to all Personal Information collected, processed, stored or transmitted by,
or accessible to Supplier in the course of this Agreement, Supplier will process such Personal Information only on behalf of Customer,
according to the directions set forth by Customer, and will not retain, use, or disclose any Personal Information provided by Customer
(or a third party on Customer’s behalf) or collected by Supplier on Customer’s behalf for any purpose other than (i) providing
the services and/or products under this Agreement; (ii) using the Personal Information internally solely to the extent to verify or maintain
the quality or safety of the services and/or products, and to improve, upgrade or enhance the services and/or products provided to Customer;
or (iii) using the Personal Information to comply with Supplier’s legal obligations.



 






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CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO
AUGMEDIX, INC. IF PUBLICLY DISCLOSED.


 


		(3)	Supplier acknowledges that it is prohibited from:
(i) Selling the Personal Information either directly or indirectly (as defined by California Civil Code 1798.140); (ii) retaining, using,
or disclosing the Personal Information for any purpose other than providing to Customer the services and/or products specified in this
Agreement; or (iii) retaining, using, or disclosing the Personal Information outside of the direct business relationship with Customer.
Supplier certifies that it understands and will comply with the restrictions contained herein.  



 


		(b)	Consumer Requests.



 


		(1)	To the extent that Customer is required by law
to comply with any consumer request regarding Personal Information held by either Customer or its service providers, Supplier shall assist
Customer, at no additional cost, with the collection and/or deletion of Personal Information in its possession. Any requests from Customer
for assistance with responding to a consumer inquiry shall be submitted via email to privacy@augmedix.com.



 


		(2)	Within twenty (20) days of an email request from
Customer as described above, Supplier will, as applicable and only where required by law, (i) provide information requested by Customer
about Supplier’s use and disclosure of the Personal Information (including, but not limited to, the categories of Personal Information
that were collected and categories of subcontractors or third parties to whom Supplier has disclosed the Personal Information) and as
otherwise necessary to facilitate Customer’s compliance with applicable laws; (ii) provide, or facilitate Customer in obtaining,
the specific pieces of Personal Information that Supplier has collected or otherwise obtained about a consumer on behalf of Customer;
and (iii) securely erase or destroy the Personal Information, including any copies maintained by any Supplier subcontractor. If specific
pieces of Personal Information are requested, and if the Personal Information is maintained in an electronic format, the Personal Information
shall be provided electronically as directed by Customer, or made available to Customer through Customer’s online portal with Supplier,
at no additional cost in a portable and readily usable format.



 


		(c)	Retention of Personal Information. Upon termination of this Agreement, Supplier
will, upon request and at no charge to Customer, provide a copy to Customer of all Personal Information in its possession received or
collected from or on behalf of Customer, and will dispose securely of any copies (including electronic copies) of any Personal Information
collected or generated under this Agreement or held by subcontractors or third parties on its behalf.



 


		(d)	Additional Agreements. Without limiting the foregoing, Supplier agrees to
take all other actions requested by Customer that are necessary to facilitate Customer’s compliance with the CCPA. Notwithstanding
anything to the contrary contained in this Agreement, if the CCPA is amended following execution of this Agreement in a manner that requires
that this Agreement be amended in order to be consistent with the CCPA and/or for Customer and Supplier to be and remain in compliance
with the CCPA, then this Agreement shall be automatically amended and deemed to incorporate such revised CCPA requirements until such
time as the parties formally document such amendments to this Agreement.”



 






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CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO
AUGMEDIX, INC. IF PUBLICLY DISCLOSED.


 


		12.	No Other Changes. Except as set forth in this Amendment, no other modifications are being
made, and all remaining provisions of the Agreement shall remain in full force and effect. All capitalized terms used in this Amendment
and not otherwise defined shall have the meanings ascribed to them in the Agreement.



 


		13.	Execution. By their respective signatures and execution dates, below, each of the following
represents that he or she is duly authorized to execute this Agreement and to bind the party on whose behalf such execution is made.



 


	SUTTER HEALTH:	 	AUGMEDIX OPERATING CORP. F/K/A

 AUGMEDIX, INC.:
	 	 	 
	By:	/s/ Ginny Borncamp 	 	By:	/s/ Manny Krakaris, CEO 
	Name:	Ginny Borncamp	 	Name:	Manny Krakaris
	Title:	VP, Supply Chain	 	Title:	CEO
	Date:	9/11/2021	 	Date:	9/10/2021



 



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CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO
AUGMEDIX, INC. IF PUBLICLY DISCLOSED.


 


EXHIBIT A, SECTION 3.2


SERVICE FEES


Augmedix will provide the Services to Authorized
Users for the monthly fees (“Service Fees”) set forth below based upon the Outside United States (“OUS”)
billing category each Authorized User falls into, as determined by (i) the New Authorized User’s Daily Schedule and average monthly
Scribe Service Hour usage, and (ii) whether the New Authorized User has a Dedicated Seat or a Shared Seat:


 


	Renewal
    Rates
	Tier	 	2020	 	2021	 	2022	 	2023	 	2024
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 	 	 	 	 	 	 	 	 	 	 
	Shared Seat	 	 	 	 	 	 	 	 	 	 
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]



 


	*	Scribe Service Hours exceeding [***] will be billed at the rate of [***] per Scribe Service
                                                                                                                      Hour



 


	**	Notwithstanding anything to the contrary herein, Shared Seat pricing is subject to the
                                                                           following terms and conditions:



 


		●	Authorized
Users must use the Augmedix Solution at the same designated Customer Facility.



		●	In
the event Authorized Users are specialists, both Authorized Users must have the same practice specialty.



		●	Authorized
Users must use the same standardized note style and templates and workflow.



		●	Scribing
services will only be available to one Authorized User at any given time. It shall be the obligation of Sutter to manage Authorized Users’
Daily Schedules to ensure that schedules do not overlap.



		●	The
Authorized Users shall be limited to nine (9) consecutive Scribe Service hours in any given clinic day.



		●	Authorized
Users will share the same Google Glass kit (or smartphone).



 




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CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO
AUGMEDIX, INC. IF PUBLICLY DISCLOSED.


 


EXHIBIT A-7


FOREIGN REMOTE SCRIBING LOCATIONS


		1.	[***]



 


Location #1:


 


[***]


 


Location #2:


 


[***]


 


		2.	[***]



 


Location #1:


 


[***]


 


		3.	[***]



 


Location #1:


 


[***]


 


Location #2:


 


[***]


 


		4.	[***]



 


Location #1:


 


[***]


 


		5.	[***]



 


Location #1:


 


[***]


 


		6.	[***]



 


Location #1:


 


[***]



 






    Page 7 of 8


     


    

 


CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO
AUGMEDIX, INC. IF PUBLICLY DISCLOSED.


 


EXHIBIT E


SUPPLIER PAYMENT
OPTIONS AND TERMS


 


Supplier Payment Options.
  Supplier hereby agrees to select one of the Electronic Funds Transfer (EFT) options listed in the table below and shall complete
the necessary enrollment forms for the selected Payment Type to be submitted to Contract Manager on or before the Effective Date of the
Agreement.


 


In
the event Supplier fails to fully enroll in one of the options below, Supplier shall be set up with the standard payment terms of [***],
after receipt of invoice. For the avoidance of doubt, if at any time Supplier changes their enrollment status or chooses to enroll in
a different EFT option, Supplier agrees to notify Customer and Supplier shall complete the necessary enrollment forms as applicable. 


 


	Payment Type	 	Payment Terms	 	Description
	
    ☒
     	ePayment
                           Solution - Virtual Credit Card Payment

     

     

     
	 	[***] after receipt of invoice.  	 	
    Supplier must complete the ePayables Enrollment Form
    and work with Commerce Bank to fully enroll. Commerce Bankshares Control Pay is used by Sutter Health for this ePayment Solution Administration.
    Payments are made immediately after validation processing with a nominal interchange rate.

     

    Remittance details are emailed which contain a secure link
    to a virtual one-time use credit card number. If the Supplier would prefer to keep a credit card number on file versus getting a link
    to a new one each time, that option is also available. The card number and the exact amount can then be entered into the Supplier’s
    credit card processing terminal to receive payment immediately.

     

	☐	 ePayment Solution – Cardless Push Payments	 	[***] after receipt of invoice.  	 	
    Supplier must complete the ePayables Enrollment Form
    and work with American Express to fully enroll. American Express is used by Sutter Health for this ePayment Solution Administration. Payments
    are made immediately after validation processing with a nominal processing fee.

     

    Remittance details are emailed and the funds are automatically
    deposited into the Supplier’s account immediately after validation processing.

     

	☐	 ACH (Automated Clearing House)	 	[***] after receipt of invoice.  	 	
    Supplier must complete the ACH Enrollment Form and
    work Sutter Shared Services Accounts Payable to fully enroll. Payments are issued directly to supplier’s financial institution.
    Available within twenty-four (24) to thirty-six (36) hours after validation processing.

     

    Remittance details are emailed and the funds are automatically
    deposited into the Supplier’s account immediately after validation processing.

    



 


 


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