Exhibit 10.13


 


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.


 


SERVICES AGREEMENT


 


This SERVICES AGREEMENT (“Agreement”)
is made and entered into as of September 1, 2015 (the “Effective Date”) by and between Dignity Health,
a California nonprofit, public benefit corporation, with its business office at 185 Berry Street, Suite 300, San Francisco, CA
94107 (hereinafter referred to as “Dignity Health”), for itself and on behalf of its affiliates, and Augmedix,
Inc., a Delaware corporation with its principal offices at 1161 Mission Street, Suite 210, San Francisco, CA 94103 (hereinafter
referred to as “Augmedix”).


 


RECITALS


 


This Agreement is made in contemplation of the following facts
and circumstances:


 


A. Augmedix
desires to provide certain services, deliverables, software, and hardware in relation to the Augmedix Google Glass Scribe Project,
which is further defined in Section I of this Agreement, in accordance with the terms and conditions of this Agreement.


 


B. Dignity
Health desires that Augmedix provide such services, deliverables, hardware, and software in accordance with the terms and conditions
of this Agreement.


 


AGREEMENT


 


In consideration of the mutual promises
herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:


 


1. Services, Deliverables,
and Augmedix Credentialing Requirements.


 


(a) Capitalized
terms defined on Schedule 1 will have the meanings given on Schedule I when used in this Agreement (including in any SOW).


 


(b) Augmedix
agrees to provide Services and related deliverables, hardware and software, as further described in this Agreement and the Statement
of Work attached hereto as Exhibit A. The Statement of Work attached as Exhibit A and each subsequent Statement of Work entered
into under this Agreement is referred to herein as a “SOW”. Each SOW will be entered into by Augmedix and Dignity
Health or (at Dignity Health’s election, one of Dignity Health’s Affiliates). Each subsequent SOW will be in substantially
the same form as Exhibit A unless Dignity Health otherwise requests. As used herein, “Affiliate” means, with
respect to a specified party, any person, firm, corporation, partnership, or other entity that is controlling, controlled by,
or is under common control with that specified party. With respect to Dignity Health, “Affiliate” also includes any
person, firm. corporation, partnership, joint venture or other entity that: (a) is managed or operated by Dignity Health or another
Dignity Health Affiliate; or (b) is a medical group, clinic, satellite office, or entity associated with Dignity Health or another
Dignity Health Affiliate to which Dignity Health now or in the future provides or is provided on its behalf electronic health
record technology. For purposes of this definition “control” means ownership or control of fifty percent (50%) or
more of the voting rights of the entity in question or the power to otherwise direct the affairs of the entity in question. Dignity
Health and each Dignity Health Affiliate designated by Dignity Health to receive Services or Deliverables under this Agreement
from time to time will constitute a “Client” hereunder. Augmedix shall offer and provide all the Services,
related deliverables, hardware, and software, as further described in this Agreement and Exhibit A, on the terms, conditions.
and prices set forth in this Agreement and Exhibit A, to Dignity Health and each other Client. Upon request by Dignity Health,
Augmedix shall enter into one or more SOWs substantially in the form of Exhibit A with adjustments as necessary for time schedule
and volumes. As used herein, “Services” means the services, tasks, and responsibilities set forth in this Agreement
or an SOW or otherwise provided by Augmedix under this Agreement.


 


Contract
Number: DH-IT-1186


 






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(c) This
Agreement does not grant to Augmedix any exclusive right or privilege to sell to Dignity Health or its affiliates any or all Services
or Deliverables that they may require, and there are no minimum volume commitments under this Agreement or any SOW. Dignity Health
and its affiliates may contract with other vendors for the procurement of any products or services.


 


(d) For
purposes of this Agreement “Deliverable” means any technology, materials or other work product made, created,
developed, written or conceived by Augmedix pursuant to a SOW or otherwise during the period of Augmedix’s work for Client
(whether before or after the date of this Agreement), either solely or jointly with another, but expressly excluding the Augmedix
Solution. For purposes of this Agreement “Customer Owned Deliverable” means any Deliverable that is either
(i) submitted (including but not limited to the written note created by a Scribe of a patient’s history and present illness)
into Client’s electronic health record (or required to be submitted) or otherwise collected (or required to be collected)
in the course of a Scribe documenting a patient visit or (ii) expressly identified as a Customer Owned Deliverable in a SOW. Augmedix
shall provide at its own expense, all equipment, supplies and materials necessary to perform the agreed Services and Client shall
provide no supplies and equipment, unless expressly agreed and stated otherwise in the SOW.


 


(e) As
part of the Services, Augmedix shall provide an Augmedix Google Glass Device for each Authorized User. Augmedix will retain title
for each Augmedix Google Glass Device, and Augmedix shall bear risk of loss each Augmedix Google Glass Device except to the extent
such loss is caused by the negligence of Dignity Health. Augmedix shall promptly repair or replace each Augmedix Google Glass Device
that fails to operate as necessary to support the Services, or otherwise fails to operate in accordance with its specifications
or the requirements of this Agreement, for any reason.


 


(f) Augmedix is hereby notified that
Client has established certain vendor credentialing policy and procedures and that by visiting Client’s facilities,
Augmedix and any agents working on its behalf, are subject to the applicable policies of such facility. Augmedix and its
personnel or agents working on its behalf shall comply with all “vendor credentialing” requirements including
appropriate authentication at the specific location’s visitor’s desk and electronic sign-in via an internet-based
third party service retained by Client.



 






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2. Place of Performance and Subcontracting.


 


(a) Unless otherwise
provided in the SOW, the Services shall be performed only at (i) Client’s place of business, (ii) at a Designated Augmedix
Facility that is either (A) the Augmedix facility in San Francisco, California or (B) a facility of Augmedix or its subcontractor
approved by Dignity Health (each a “Subcontractor”) in the Offshore Due Diligence form approved by Dignity
Health on or after the Effective Date (the “Offshore Diligence Document”), or (iii) such other place as may
be mutually agreed in writing by the parties. If not completed prior to the Effective Date, Augmedix shall complete the Offshore
Due Diligence Document and obtain Dignity Health’s written approval thereof the earlier of (i) within thirty (30) days after
the Effective Date or (ii) by the date on which offshore scribes are being trained on Client’s EHR.


 


(b) In performing its Services, Augmedix shall not (and
shall cause its the Subcontractors not to), remove any property of Client from Client’s premises, and shall (and shall cause
its Subcontractors to) only access such personal information or patient data as minimally necessary to perform the Services.


 


(c) Augmedix
may engage Subcontractors to assist in performance of the Services, subject to the following conditions: (i) each Subcontractor
must be approved by Dignity Health in the Offshore Diligence Document or otherwise in writing, (ii) Augmedix must enter into a
written agreement with each Subcontractor that is at least as protective of Client and Client’s data and other Confidential
Information as this Agreement, and (iii) Augmedix remains solely responsible for the acts and omissions of its Subcontractors in
connection with the Services, Deliverables, Augmedix Solution, and this Agreement.


 


3. Effective Date: Term. This
Agreement shall be effective as of the Effective Date and shall continue in full force and effect unless and until terminated
in accordance with Section 15 hereof.


 


4. Fees, Payment Terms and Warrants


 


(a) Fees
for Services and any associated Deliverables, software or hardware shall be set forth in the SOW. In no event will fees exceed
the fees set forth in the SOW. In no event will the fees exceed the fees set forth in Exhibit B (Pricing).


 


(b) All invoices
shall have a description of all services performed and billed and the name of each physician for whom Services were provided.
Invoices shall be emailed to Client’s accounts payable department at [*] and/or sent to the address specified by Client
from time to time, if different. In addition, Augmedix shall send a copy of each invoice to the Client office manager of each
physician listed in the invoice for his or her written approval. All invoices shall have a description of all services performed
and billed and name of clinic or facility and name of each physician for whom services were provided. Approved invoiced amounts
are payable by mail within thirty (30) days to Augmedix at the address set forth in Section 28.


 






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(c) Client operates in California,
Arizona, and Nevada and may be subject to state tax withholding requirements in these states. As a condition precedent to any
payment made under this Agreement, Augmedix shall complete, sign, and return to Client any certification or statement requested
by Client in order to assist Client’s compliance with any state tax withholding requirements. Withholding of tax at the
source is generally required from any payment derived from a California source, except when certain exceptions are met. Without
limiting the generality of the foregoing, all payments for services performed in California by non-residents or performed by residents
and payable in California shall be deemed subject to tax withholding requirements and shall be calculated based on information
available to Client. To the extent applicable, Augmedix shall specifically complete, sign and return to Client one of the following
two forms: (i) California Franchise Tax Board Form 587 (Nonresident Withholding Allocation Worksheet) or (ii) California Franchise
Tax Board Form 590 (Withholding Exemption Certificate). Augmedix acknowledges that it is solely responsible for the filing of
any tax returns and the satisfaction of any tax due with respect to the payments received under this Agreement. Augmedix also
acknowledges that Client is entitled to rely on the tax certifications or other information or evidence of exemption provided
by Augmedix to Client and hereby releases Client from any liability with respect to any tax withholdings paid to the California
Franchise Tax Board or counterpart state tax agencies in Arizona or Nevada, as applicable; except to the extent any of such withholdings
are refunded to Client. Augmedix shall promptly notify Client upon the change of any reported facts or conditions that are part
of Form 587 or Form 590, and shall provide Client with an updated Form 587 or Form 590.


 


5. Resources
to be Provided by Client. In addition to any resources that may be cited in the SOW, Client shall provide and make available
to Augmedix the following resources in (a) below and such other additional necessary resources as the parties may from time to
time reasonably agree in connection with Augmedix’s performance of the Services:


 


(a) Qualified
Client personnel or representatives who will be designated by Client to consult with Augmedix on a regular basis in connection
with the Services or Deliverable, and certain Client information necessary to enable Augmedix to perform the Services or provide
the Deliverable.


 


(b) Augmedix
shall not modify any of Client’s software, data files or web content that is not specifically identified and authorized by
Client in the SOW or subsequent writing.


 


6. Confidentiality.


 


(a) The parties
may provide or learn information that is confidential (“Confidential Information”) to each other. The Confidential
Information of a party shall include, but not be limited to, sales, financial, contractual and special marketing information,
patient-related data, personal information, discoveries, concepts, ideas, research, engineering methods, systems, source code,
equipment and product usage, program design, customer lists, business and engineering projects, ideas, technical data and concepts
and improvements and development thereof originated by or for the disclosing party, and which were not previously published or
otherwise disclosed to the general public, not previously available without restrictions to the receiving party, nor normally
furnished to others without compensation, and which said party desires to protect against unrestricted disclosure or competitive
use. Confidential Information of Dignity Health also includes derivatives of any patient-related data.


 






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(b) Other
than patient-related data and personal information, Confidential Information shall not include information which: (i) is or becomes
part of the public domain through no act or omission of the receiving party; (ii) was in the receiving party’s lawful possession
prior to the disclosure and had not been obtained by the receiving party either directly or indirectly from the disclosing party;
(iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (iv) is independently developed
by the receiving party; or (v) is disclosed by operation of law. In addition, the receiving party shall be entitled to disclose
Confidential Information to the extent required by law or judicial order, provided that prior written notice of such required disclosure
is furnished to the disclosing party as soon as practicable in order to afford the disclosing party an opportunity to seek a protective
order.


 


(c) If
either party receives Confidential Information from the other party, except as expressly specified in this Agreement, the party
receiving such Confidential Information shall: (i) maintain in strictest confidence such Confidential Information; (ii) not disclose
any such Confidential Information to any person outside that party’s business organization and only disclose or permit the
use of the other party’s Confidential Information to/by its employees, contractors, subcontractors, agents and professional
advisors who need to know it to perform the receiving party’s obligations and exercise the receiving party’s rights
under this Agreement, and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential
with a degree of care no less than such parties use to protect their own Confidential Information, but in any case no less than
reasonable care; and (iii) return such Confidential Information to the disclosing party upon the expiration or termination of this
Agreement, or destroy the same.


 


(d) A
party in receipt of the Confidential Information of the other who becomes aware of its unauthorized use or disclosure shall promptly
and fully notify the disclosing party of all facts known to it concerning such unauthorized use or disclosure. In addition to damages,
said party shall be entitled to equitable remedies, including injunctive relief. in the event of breach of this confidentiality
section by the other party. The terms of this Section 6, Confidentiality shall survive the expiration or termination of this Agreement
and will continue in full force and effect for a period of seven (7) years, except the obligation of confidentiality with respect
to patient-identifiable data and personal information shall be perpetual.


 


(e) Without
limiting the foregoing, Augmedix shall comply with all data security and confidentiality provisions set forth in an SOW, including
provisions regarding restricted access to content and data and to encryption.


 


(f) Without limiting the foregoing,
Augmedix shall (and shall cause its Subcontractors to) retain all data (including patient-related data) collected in
connection with the Services as set out in the SOP for this Agreement as agreed upon by the parties. The parties will develop
such SOP promptly after the Effective Date, which process will include requirements for retention of data as required by
applicable law and by Dignity Health. Upon consultation with Augmedix, Dignity Health will have the right to update such SOP
from time to time, as required by law and as reasonably necessary.


 






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(g) Usage Data. The parties acknowledge and agree
that Augmedix may monitor, collect, use and store anonymous and aggregate statistics regarding (i) user activity on the Augmedix
Solution (for clarity, excluding all PHI and other patient-related data other than statistics on patient acceptance of the solution)
for its business purposes, including, but not limited to, enhancing the Augmedix Solution and creating new features thereof and
(ii) to benchmark both by Client facility and by other of Augmedix’s customers data on acceptance or rejection by patients
of Client’s use the Augmedix Solution or part thereof. This sub-section 6(g) is conditioned on Augmedix de-identifying the
data so that neither Dignity Health, Client or any of its facilities or caregivers can be identified when reports based on such
data are shared with third parties. No other license with respect to patient or user related data is granted hereunder and is
reserved solely unto Client.


 


7. Ownership.


 


(a) As between
the parties, Augmedix owns all right, title and interest in and to the Augmedix Solution and any modifications or improvements
made by or on behalf of Augmedix to the Augmedix Solution provided under this Agreement. Notwithstanding the foregoing. Client
and Augmedix shall each retain ownership of, and all right, title and interest in and to, their respective intellectual property
(“IP”), and no license therein, whether express or implied, is granted by this Agreement or as a result of
the work performed hereunder, except to the extent expressly provided in an SOW or this Agreement. Augmedix shall clearly and
explicitly identify in the applicable SOW portions of any Customer Owned Deliverable that Augmedix deems to be solely proprietary
to Augmedix. Any such portion of any Customer Owned Deliverable so identified shall not be subject to the limitations of Section
7(b) below, and shall be solely and exclusively owned by Augmedix. With respect to each portion of a Customer Owned Deliverable
that is subject to Section 7(b) below and with respect to each Deliverable that is not a Customer Owned Deliverable, Augmedix
hereby grants to Client and its affiliates a non-exclusive, royalty-free, paid up, worldwide, perpetual license to use, reproduce,
modify, create derivative works of, distribute, and sub-license such Deliverable.


 


(b) Other
than portions of any Customer Owned Deliverable identified by Augmedix as proprietary pursuant to Section 7(a) above. Client shall
have title to and sole and exclusive ownership of all Customer Owned Deliverables under the applicable SOW. However, upon the express
written consent of Client’s senior vice-president, which consent Client may withhold in its absolute discretion, Augmedix
may obtain from Client for such Customer Owned Deliverable a non-exclusive, royalty-free, paid up, worldwide, perpetual license
(with right to sublicense), for any and all purposes, provided that, to the extent such Customer Owned Deliverable item incorporates
the Confidential Information or proprietary information of Client, Augmedix, in the use of such Customer Owned Deliverable, shall
be bound by the confidentiality obligations under Section 6, Confidentiality.


 


(c) Other than
portions of any Customer Owned Deliverable identified by Augmedix as proprietary pursuant to Section 7(a) above, the Customer
Owned Deliverables shall be deemed a “work made for hire” as that term is defined under Section 101 of the U.S. Copyright
Act and Client shall be considered the person for whom the work was prepared for the purpose of determining authorship of any
copyright in the Customer Owned Deliverables. All such Customer Owned Deliverables shall be the sole property of Client and, to
the extent any such of right or title has been retained by Augmedix, Augmedix shall execute the instruments necessary to complete
the transfer to Client of such ownership and title. If and to the extent, for any reason, the Customer Owned Deliverables are
not, or are determined not to be, a “work made for hire” under U.S. law or be law of any other jurisdiction, Augmedix
hereby assigns to Client all of Augmedix’s right title and interest in and to all copyrights and other rights in the Customer
Owned Deliverables.


 






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8. Remote Access
to Client’s Network. Should it be necessary for Augmedix to access and/or use Client’s computer or network, either
by remote means or in-person, it may do so provided that: (i) such need is specifically stated in the applicable SOW, (ii) access
is only by Augmedix’s personnel or Subcontractors approved in accordance with Section 2, and (iii) each of such personnel
will be issued and always uses a unique User ID and password. Access to the Dignity Health Network by Subcontractor shall only
be upon the express written permission (or as described in the SOW) of Dignity Health’s Chief Privacy and Data Security
Administrator. Furthermore, Augmedix agrees to (i) cause each such personnel to first sign Dignity Health’s Network Usage
Policy; (ii) ensure their compliance with appropriate policies and procedures of Client; and (iii) promptly report to Client any
privacy or security incidents. A copy of the Network Usage Policy and other applicable policies shall be made available upon request.


 


9. Publishing of Web Content.
Should Augmedix be granted access to Client’s network, it shall use such access solely to meet its obligations under this
Agreement, including the applicable SOW. Should a SOW require Augmedix to create or modify software, data or content to be used
on or to support Client’s network or website, Augmedix shall make every reasonable effort to comply with Client’s
applicable policies, procedures and standards; and, if it cannot do so, it shall promptly notify Client.


 


10. Personnel. Personnel provided
by either party to perform the Services or provide a Deliverable hereunder will at all times be considered employees or agents
of the party providing such personnel and will not for any purpose be considered employees or agents of the other party. Each
party shall assume full responsibility for the actions or inactions of the personnel it provides, and shall be solely responsible
for the supervision, direction and control, salaries, workers’ compensation coverage, disability and other insurance, benefits,
as well as all other legal obligations required by law relating to its personnel. Augmedix shall at all times during the term
of this Agreement carry general, professional and other liability insurance coverage in the form and amounts described on Exhibit
C, attached hereto and incorporated by reference.


 


11. Personnel to Provide the Services.


 


(a) Client shall
have the right to review the qualifications of all personnel Augmedix designates to perform the Services, including the Scribes
provided by Augmedix. For the avoidance of doubt, the parties acknowledge and agree that any and all personnel designated by Augmedix
to perform Scribing activities under this Agreement must meet the qualifications of and act in accordance with the duties and
obligations of a Scribe, as set forth both in Dignity Health’s Scribe Services Policy (100.2.001) and in the SOW.


 


(b) In the event
Client determines in good faith that the continued assignment of a particular Augmedix supplied person is not in the best interest
of Client or the project, whether because such person does not have the necessary experience and/or qualifications and/or is otherwise
objectionable to Client. in the exercise of its reasonable discretion, then Client shall give Augmedix written notice requesting
that such person be replaced. Augmedix shall then promptly investigate the matter stated in the request and discuss its findings
with Client. If Client still in good faith requests replacement of the person, Augmedix shall replace the person.


 






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(c) Augmedix
shall ensure that each of its employees and contractors providing Services at any Client facility has met the requirements set
forth on Exhibit E-1 before providing the Services. Augmedix shall perform all screening required by this Section at Augmedix’s
own expense, and Augmedix shall provide certification of completion of all screening upon request. Augmedix represents and warrants
that it has conducted and successfully completed a criminal background check for each of its employees and any contractor providing
services under this Agreement, in accordance with the Client’s standards set forth in Exhibit E-2 (Background Screening
Standards) which include a state and county criminal history investigation and a state sex offender search where the Augmedix
employee or subcontractor resides and where the Client they are servicing is located. Any criminal history identified shall be
reported to Client prior to the Augmedix’s employee or subcontractor providing services under this Agreement and in accordance
with Exhibit F (Background Screening Scoring Guidelines). Augmedix represents and warrants that it has checked the OIG
List of Excluded Providers and the General Services Administration list of parties excluded from participation in federal health
care programs (collectively the “List”) no more than thirty (30) days prior to the Effective Date, and Augmedix
covenants that Augmedix shall check the List every month after the Effective Date, and shall provide proof to Dignity Health that
neither Augmedix, nor any of the Augrnedix Personnel appear on said List. Further, Augmedix represents and warrants that neither
Augmedix, nor any Augmedix Personnel is subject to sanction or exclusion from participation under any Federal or State health
care program. In the event that Augmedix becomes so sanctioned or excluded. Dignity Health may immediately terminate this Agreement.
In addition, any Augmedix Personnel who become so sanctioned or excluded during the term of this Agreement will be immediately
removed by Augmedix upon Augmedix’s becoming aware of such sanction or exclusion and will be thereafter excluded from the
provision of Services under this Agreement. Augmedix shall provide written documentation of its compliance with its obligations
under this provision upon Client’s request. Augmedix may request that Client waive this requirement in the event that Client
has independently conducted the background check for any Augmedix employee or subcontractor providing services under this Agreement.


 


12. Solicitation or Hiring Other Party’s Employees.


 


(a) Neither party,
without the prior written consent of the other party (the “Original Employer”), shall solicit, induce or attempt
to solicit or induce any employee of the Original Employer to become an employee or contractor of the soliciting or inducing party
during the term of this Agreement.


 


(b) Nothing in
this Section 12, Solicitation or Hiring Other Party’s Employees, is intended or shall be construed to prevent, provided
that there is prior notice to the other party, (i) either party from hiring those employees of the other party that have not been
solicited, or (ii) either party from soliciting or hiring any of those employees of the other party in the event of the other
party’s insolvency, bankruptcy, receivership, or any other cessation of business.


 






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13. Relationship of Parties.
Augmedix is an independent contractor in all respects with regard to this Agreement. Nothing contained in this Agreement shall
authorize, empower, or deem any party as partner or agent of any other party in any manner; authorize, or empower or deem one
party to assume or create any obligation or responsibility whatsoever, express or implied, on behalf of or in the name of any
other party; or authorize, empower or deem a party to bind any other party in any manner or make any representation, warranty,
covenant, agreement, or commitment on behalf of any other party.


 


14. No Offshoring. Except
as otherwise approved by Dignity Health under Section 2, Augmedix warrants and represents that: (a) any and all Services and Deliverables
hereunder shall only be provided by its personnel or Client-approved consultants residing within the United States of America
when such Services and Deliverables include the use of or access to PHI by such personnel or consultants, and (b) Augmedix shall
ensure that any patient-related information, and/or Client or Dignity Health Confidential Information, learned by it as a result
of entering into this agreement shall never he transferred outside the jurisdiction of the United States of America and shall
never be transferred to, or accessed by, anyone from outside the United States of America, or with respect to PHI by anyone who
is not personnel or Client-approved Subcontractor of Augmedix. Any modification to the foregoing limitation shall require the
express written consent signed in ink by Client’s President, Chief Operating Officer or Executive Vice President, or if
this Agreement is with Dignity Health, then its Senior Vice President. Any breach of the foregoing shall constitute a material
breach of this Agreement. Notwithstanding the foregoing or anything to the contrary in this Agreement or any SOW, Augmedix shall
not store or permit to be stored any PHI or personally identifiable information related to Client outside the jurisdiction of
the United States of America.


 


15. Termination.


 


(a) Dignity
Health may terminate this Agreement or any one or more SOWs, with or without cause at any time upon providing ninety (90) days’
written notice to Augmedix; provided that, if the termination is for a breach of obligations under HIPAA as defined in Exhibit
D, then the termination provisions in Exhibit D shall apply.


 


(b) Augmedix
may terminate this Agreement or any one or more SOWs, with or without cause upon providing one hundred eighty (180) days’
written notice to Dignity Health; provided that, (i) no such termination notice may be given before the date twelve (12) months
following the Effective Date and (ii) if the termination is for a breach of obligations under HIPAA as defined in Exhibit D, then
the termination provisions in Exhibit 13 shall apply.


 


(c) Either party
may, without prejudice to any other remedies available to it at law or in equity, terminate an SOW in the event that the other
party commits a material breach of its obligations under that SOW (or under this Agreement with respect to that SOW) and fails
to cure that breach within thirty (30) days after notice from the non-breaching party. Termination of one SOW under this clause
(c) will not affect any other SOW.


 






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16. Effect of Termination.
Upon termination of this Agreement, each party shall promptly return to the other any and all personal property and Confidential
Information of the other held by such party, other than as provided in Section I. Services and Deliverables, and Section 7, Ownership,
and shall be subject further to the requirements of Paragraph 5 of Exhibit D (Business Associate Exhibit). If the termination
is initiated by Augmedix or by Client due to Augmedix’s failure to perform or deliver, Augmedix shall promptly refund to
Client any fees or payments it received for Services not performed and Deliverables not completed or done correctly. Notwithstanding
anything to the contrary in this Agreement, the following provisions shall survive any termination or expiration of this Agreement
in accordance with their respective terms: Sections 1(d), 6, 7, 16, 17, 18, 19, 20, and 21 through 37.


 


17. Federal Reporting Requirements.
To comply with Federal Reporting Requirements, Augmedix shall, until the expiration of four (4) years after the furnishing of
any service pursuant to this Agreement, make available upon the written request of the Secretary of Health and Human Services
or the Comptroller General of the United States. or any of their duly authorized representatives, copies of this Agreement and
any books, documents, records and other data of Augrnedix that are necessary to certify the nature and extent of costs incurred
by Client or its affiliates under a particular SOW. If Augmedix carries out any of its duties under this Agreement through a subcontract
with a related organization involving a value or cost of $10,000 or more over a twelve-month period, Augmedix shall cause such
subcontract to contain a clause to the effect that, until the expiration of four (4) years after the furnishing of any service
pursuant to said subcontract, the related organization will make available upon the written request of the Secretary of Health
and Human Services or the Comptroller General of the United States, or any of their duly authorized representatives, copies of
records of said related organization that are necessary to certify the nature and extent of cost incurred by Augmedix for such
service.


 


18. General Warranties.


 


(a) Augmedix warrants and represents
that the Services provided under this Agreement shall be promptly performed and any Deliverable shall be provided with the skill,
judgment and attention to detail and diligence, which are normally exercised by recognized professional firms performing services
of a similar nature. Augmedix represents and warrants that all software and hardware furnished by Augmedix under this Agreement
shall operate in accordance with its applicable specifications and documentation and the requirements of this Agreement and without
material error. Should Augmedix breach any of the foregoing warranties: (i) Augmedix shall promptly re-perform the Services, re-provide
the Deliverables, or repair or replace the affected hardware or software, at its own expense; and (ii) Client will have the right
to terminate the Services for one or more specified Authorized Users at any time without advance notice, except that if Client
desires to terminate Services for more than ten percent (10%) of the Authorized Users under this Agreement at a given time, Client
will provide Augmedix with 90 days’ written notice of such termination. In addition, Client will have the right to suspend
Services for one or more specified Authorized Users without advance notice in cases of unforeseen circumstances outside of the
specific Authorized User’s control; and in all other cases with seven (7) days advance written notice, and such suspension
will continue until Client informs Augmedix that the suspension is lifted. If Client suspends Services for an Authorized User,
then the fees for that Authorized User will not be payable during the suspension and the term of Services for that Authorized
User will be extended for a period of time equal to the duration of the suspension, unless earlier terminated as provided herein.


 






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(b) Augmedix
acknowledges that it is a “Business Associate” as that term is defined under the Health Insurance Portability
and Accountability Act of 1996 and regulations promulgated thereunder by the Department of Health and Human Services (“HIPAA”)
and hereby warrants that it shall comply with the obligations of a Business Associate, commencing on the date of the access to
or receipt of PHI or the date Augmedix’s personnel arrive on Client’s premises, as required by the HIPAA and embodied
in the Business Associate Exhibit (“Exhibit D”), which is attached and incorporated herein by this reference.
Any breach of the terms and conditions of the Business Associate Exhibit shall constitute a material breach of this Agreement.


 


(c) Augmedix
warrants, represents. and covenants that any and all PHI created or accessed in relation to the Services hereunder will (i) be
transmitted only to the Designated Augmedix Facility in connection with a secure Scribing session and (ii) will be cached or stored
only in accordance with the SOP. Any PHI that is cached on the Augmedix Google Glass Device will be cached only in encrypted form,
will be cached only when necessary because the wifi connection to the Designated Augmedix Facility is unavailable, and, except
as specifically provided in the applicable SOP referenced herein, will be erased from the Augmedix Google Glass Device within seventy-two
(72) hours of the time that it is cached.


 


(d) Augmedix
warrants and represents that, at all times during the term of this Agreement, it shall maintain the necessary business license,
current with the requirements of the state, city, and other local authority regulating the business or performance of Services
under this Agreement. Augmedix shall provide Client with a copy of such current business license.


 


(e) Augmedix
warrants, represents, and covenants that the responses and statements made by Augmedix and Augmedix personnel regarding the Services
and Deliverables in conection with (i) Dignity Health’s online security assessment (“RSAM”), approved
by Dignity Health on or after the Effecitve Date and (ii) the Offshore Due Diligence Document, are and will remain true and accurate.
Augmedix shall cooperate and work together with Dignity Health in the process of obtaining any variances or achieving any other
deliverables that are required as a result of the security assessment process described above. If not completed prior to the Effective
Date, Augmedix shall complete the RSAM and obtain Dignity Health’s written approval thereof on the earlier of (i) within
thirty (30) days after the Effective Date or (ii) the date on which offshore scribes are trained on Client’s EHR.


 


19. Limitation of Liability.
Except for liability arising under Section 6, Confidentiality; the Insurance requirements of Exhibit C; out-of-pocket costs
reasonably incurred by Client as a result of a breach by Augmedix of the HIPAA Business Associate provisions in Exhibit D or
otherwise payable pursuant to Exhibit D; fraud; or the willful misconduct of a party: (a) neither Augmedix nor Client shall
be liable to the other for any special, indirect, incidental, or consequential damages regardless of legal theory under which
such damages are sought, and (b) neither Augmedix’s nor Client’s aggregate liability under this Agreement will exceed
(i) [*] or (ii) the total amounts clue to Augmedix pursuant to this Agreement in the twenty-four (24) months preceding the initial
claim, whichever is greater. The foregoing limitations shall not apply to damages awarded to third parties or settlement amounts
incurred with respect to third party claims covered by Augmedix’s indemnity obligations under Section 20(a) or 20(b) or
Section 11 of Exhibit D.


 






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20. Indemnity and Infringement.


 


(a) General
Indemnity. Augmedix shall promptly and fully defend, hold harmless, indemnify, compensate, and reimburse Client and its affiliates
and their respective officers, directors, agents and employees (the “Indemnified Parties”) from and against
all third party claims, demands, liabilities, losses, fines, penalties, assessments, costs, awards, attorneys’ fees costs
of notification or remediation relating to notification required by law, and judgments made or recovered against them for damages
to or loss of personal property, including Client’s Confidential Information, data files. web content, software applications
or for bodily injury or death to any person arising out of, or in connection with this Agreement (collectively “Claims”),
to the extent that any of the foregoing is caused by any breach of this Agreement or any negligence, unlawful conduct or willful
misconduct of Augmedix, its subcontractor or its employees or agents. The Claims covered by this section shall include Claims
made or recovered against Indemnified Parties and Claims issued in favor of a third party. Client shall notify Augmedix of any
such written claim or demand received by Client, and give Augmedix reasonable control of the defense of any action or such claim
or demand provided that any settlement or compromise which requires contribution from the Indemnified Parties must be approved
by the Indemnified Parties and the Indemnified Parties shall, at Augmedix’s expense, cooperate with the indemnifying party
in a reasonable way to facilitate the settlement or defense of such claim or demand. The Indemnified Parties may, at their expense
and option, use counsel of their choosing to observe the defense of any such claim, and will have reasonable access to all defense
documents during the defense. The indemnity and obligations of Augmedix under this section shall survive the expiration or termination
of this Agreement and shall not be limited by reason of any insurance required under this Agreement.


 


(b) Intellectual
Property Indemnification. Augmedix shall promptly and fully defend, hold harmless, and indemnify, compensate, and reimburse
the Indemnified Parties from and against any and all Claims to the extent the Claim is based on an allegation that use of the
Services, Augmedix Solution, or any related materials, software, equipment or other Deliverables (the “Items”)
provided under this Agreement infringes any patent or any copyright, trademark, trade secret or other proprietary right. If any
Item or any part thereof, or Client’s use thereof, is held or likely to be held to infringe the intellectual property right
of another, including any trade secret, copyright, patent or trademark or trade dress, is enjoined or interfered with in any manner.
Augmedix shall. at its sole expense promptly: (1) procure for Client the right to continue using the Items free of any liability
for infringement; or (2) replace or modify the Items at Augmedix’s sole expense with non-infringing services, deliverables,
hardware, or software of equivalent or better functionality which is satisfactory to Client. Any such replacement, substitute,
or modified services, deliverables, hardware, or software shall conform to the applicable SOW. If neither of the foregoing alternatives
is reasonably and promptly available, Augmedix shall, upon request from Client promptly remove the Deliverable or terminate the
Services and promptly refund Client all fees under the applicable SOW as depreciated or amortized by an equal annual amount over
the lifetime of the Service, Deliverable, hardware, or software or seven (7) years, which ever period is greater. Notwithstanding
the above, Augmedix will have no liability under this Section 20(b) for infringement by the Google Glass device, or to the extent
such Claim: (i) involves infringement that is attributable to any components or elements of the solution supplied by Client; (ii)
is based on modification by Client of any deliverables provided by Augmedix or combination of deliverables with any non-Augmedix
hardware or software that is not supplied or recommended by Augmedix, in each case to the extent such Claim results from such
modification or combination; or (iii) to the extent it results from failure of the Indemnified Parties to use updated or modified
versions of any Items provided by Augmedix for avoiding such Claim, provided that such updates are provided at no charge and are
identified at the time of delivery as being provided to avoid such Claim.


 






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21. Non-Waiver of Rights.
The failure of any party to insist upon performance of the terms and conditions in this Agreement, or to exercise any rights or
remedies, shall not be construed as a waiver of their rights to assert any of the same or to rely on any such terms or conditions
at any time thereafter. The invalidity in whole or in part of any terms or conditions of this Agreement shall not affect the validity
of other parts hereof.


 


22. Applicable Law and Venue.
This Agreement shall be governed by and construed under the laws of the State of California without regard to those laws relating
to conflict of laws. The venue of any action hereunder or related hereto shall be in San Francisco, California. Augmedix shall
comply with all state and federal laws and regulations applicable to its performance of Services, including but not limited to
Augmedix’s employment or hiring of personnel to perform Services under this Agreement; confidentiality of information, data
security, and privacy laws protecting medical and personal information.


 


23. Assignment. Subject to
the provisions of Section 30, neither party may sell, assign, transfer any SOW executed by Client, or otherwise convey any of
its rights or delegate any of its duties under this Agreement to a third party without the prior written consent of the other,
except to a corporation which has succeeded to substantially all the business and assets of the assignor and assumed in writing
its obligations under this Agreement, or to a corporation surviving a merger or consolidation to which the party to this Agreement
is a party. Any attempted sale, assignment, transfer, conveyance, or delegation in violation of this paragraph shall be void and
shall relieve the party not making such attempt of any further obligation or liability hereunder. Notwithstanding the foregoing,
Augmedix may, without violation of this paragraph but subject to the limitations of Sections 6, 10, 11, 12, and Exhibit D, engage
the services of independent contractors to assist in the performance of its duties hereunder.


 


24. Conflicting Provisions.
This Agreement and any attachments, including each exhibit, SOW, schedule, and document attached hereto, are intended to be read
and construed in harmony with each other, but in the event any provisions in any of the foregoing attachments or an invoice conflict
with the provisions of this Agreement, the body of this Agreement and Exhibits B, C, D, and F shall be deemed to collectively
control, and such conflicting provision shall be deemed removed and replaced with the governing provision herein.


 






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25. Force Majeure. Neither
party shall be liable for any failure of or delay in the performance of its obligations under this Agreement (except labor strike
or transportation), including, without limitation, acts of God, acts of a public enemy, fires, floods, wars, civil disturbances,
sabotage, accidents, insurrections, embargoes, storms, explosions, acts of any governmental body (whether civil or military, foreign
or domestic), failure or delay of governmental bodies from whom a party is obtaining or must obtain approvals, franchises, or
permits, materials but only to the extent such failure or delay is due to circumstances beyond its control and .is unforeseeable,
(collectively referred to herein as “Force Majeure”). Each party shall use all reasonable efforts to minimize
the duration and consequences of any failure of or delay in performance resulting from a Force Majeure event.


 


26. Disputes. Client and Augmedix
agree to enter into negotiations to resolve any controversy, claim or dispute (“Dispute”) arising under or
relating to this Agreement. The parties agree to negotiate in good faith at a vice-president level or higher to reach a mutually
agreeable resolution of such Dispute within a reasonable period of time.


 


27. Multiple Copies or Counterparts
of Agreement; Acceptance of Facsimile and Scanned Signatures. This Agreement, including the SOW, may be executed in two or
more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
When signed in pen ink, this Agreement may be delivered by facsimile transmission or by scanned email attachment, and said copies
shall be treated in all respects as original.


 


28. Notices. All notices given
under any of the provisions of this Agreement shall be deemed to have been given by the notifying party if mailed by first class
mail to the receiving party addressed to its or his mailing address set forth below, or such other address as the parties may
designate in writing. Additionally, notices sent by any other means (i.e. fax, overnight mail, etc.) may be acceptable subject
to written confirmation of both the transmission and receipt of the notice. If notice by a party is given by e-mail, such notice
shall be deemed to have been properly given if sent to at least three recipients of the other party who are, or should reasonably
expected to he, reasonably familiar with the parties’ relationship and the e-mail’s subject matter and the recipient’s
internet service provider confirms receipt thereof.


 


All notices shall be sent by either party
in writing to the other in matters dealing with this Agreement to the following addresses:


 


If to Client:


 


		(1)	Client’s Name (See SOW)



Client’s Address (See SOW)


Attention: Business Sponsor (See SOW)


 






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		(2)	Copy to:



Dignity Health


185 Berry Street, Suite 300


San Francisco, CA 94 107-1739


Attention:
General Counsel


 


If to Augmedix:


 


		(1)	Augmedix’s Name: Augmedix, Inc.



Address: 1161 Mission Street, Suite 210


San Francisco, CA 94103


Attention: CEO


 


		(2)	Copy to:



Fenwick & West LLP


Attention: Stefano Quintini


801 California Street


Mountain View, CA 94041


 


29. Severability. If any covenant,
condition, term, or provision contained in this Agreement shall be held or finally determined to be invalid, illegal. or unenforceable
in any respect, in whole or in part, by judgment, order, or decree of any court or other judicial tribunal of competent jurisdiction,
from which no further appeal or petition for review is available, such covenant, condition, term, or provision shall be severed
from this Agreement, and the validity of the remaining covenants, conditions, terms, and provisions contained in this Agreement,
shall in no way be affected, prejudiced, or disturbed thereby.


 


30. Third Party Beneficiaries.
This Agreement does not create, and shall not be construed as creating any right or providing any benefit enforceable by any person
not a party to this Agreement. The use of the term “third party” throughout this Agreement does not include Client’s
affiliates, parent company and its subsidiaries, or personnel supplied by either party pursuant to this Agreement.


 


31. Waiver or Modification.
This Agreement may be modified, or part or parts hereof waived, only by an instrument in writing specifically referencing this
Agreement and signed by an authorized representative of the party against whom enforcement of the purported modification or waiver
is sought.


 


32. Entire Agreement. This
Agreement, including all Exhibits attached hereto, constitutes the entire agreement between the parties relative to the subject
matter hereof and supersedes any prior or contemporaneous or any other kind of proposals, agreements, documents, commitments or
representations of any kind, whether written or oral, including any online “click-wrap” agreement or other online
terms, with respect to the Services and Deliverable between Augmedix and Client.


 


33. Acknowledgement of Client
Corporate Integrity Program. Notwithstanding Section 32 above, Augmedix acknowledges that Client operates under a compliance
program known as the Corporate Integrity Program of Dignity Health. Augmedix further acknowledges that notwithstanding anything
contained herein, Client shall not be required to engage in any conduct that may violate any policies, procedures, or directives
of the Corporate Integrity Program. Augmedix further represents that it has not been, nor currently is, excluded from participation
in government funded healthcare programs, including, but not limited to, Medicare, Medicaid, CHAMPUS, and FEHP.


 






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34. No
Conflict of Interest or Conflicting Obligation.


 


(a) Augmedix
shall not accept consulting assignments or otherwise contract, agree, or enter into any arrangement to provide expert testimony
or evaluation on behalf of a plaintiff in connection with any claim against Company or Client or its affiliates expected to be
named as a defendant. if Augmedix is a physician, Augmedix shall not accept similar consulting assignments if (a) the defendants
or anticipated defendants include a member of the Client’s medical staff, and (b) the matter relates to events that occurred
at Company or Client or any of its affiliates; provided, however, the provisions of this Section shall not apply to situations
in which Augmedix served as a treating physician.


 


(b) Augmedix
represents and warrants that it is not a party to any agreement that conflicts with, or would be materially breached by, with the
performance of its obligations under this Agreement.


 


35. Headings. The paragraph
headings in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this
Agreement.


 


36. Time of the Essence. Time
is of the essence in each and every provision of this Agreement.


 


37. Interpretation. This Agreement
is drafted and reviewed by both parties and with full opportunity for assistance from their respective counsel and it shall not
be interpreted for or against any party.


 


[COUNTERPART SIGNATURE
PAGES FOLLOW]


 



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IN WITNESS WHEREOF, the authorized
parties hereto have caused this Agreement to be executed as of the date of the last signatory below.


 


	Dignity Health	 	Augmedix, Inc.
	 	 	 
	/s/ Michael Stern	 	/s/ Pelu Tran
	Signature	 	Signature
	 	 	 
	Michael Stern	 	Pelu Tran
	Print Name	 	Print Name
	 	 	 
	Director, IT Contracting	 	Cofounder, President, Chief Customer Officer 
	Title	 	Title
	 	 	 
	9/17/15	 	9/17/2015
	Date	 	Date



 






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SCHEDULE 1


 


Definitions


 


The following terms will have the meanings indicated below:


 


		(1)	“Augmedix
Solution” means the proprietary solution of Augmedix, comprising a combination of processes, the Software, and the Augmedix
Google Glass Device, that enables the Services.


 


		(2)	“Augmedix
                                         Google Glass Device(s)” means the Google Glass Device that has been materially
                                         modified by Augmedix (e.g., addition of proprietary software on the device) for secure
                                         use as part of the Augmedix Solution.


 


		(3)	“Authorized
                                         User(s)” are individual healthcare providers designated by Dignity Health and
                                         approved by Augmedix who will be wearing the Augmedix Google Glass Device and utilizing
                                         the Augmedix Solution.


 


		(4)	“Designated
                                         Augmedix Facility” means the following facilities: (1) Augmedix facility in
                                         San Francisco at 1161 Mission Street, Suite 210, San Francisco, CA 94103 and (2) designated
                                         Augmedix offshore partner as written in the Offshore Due Diligence Document for each
                                         Dignity Health approved offshore subcontractor, which document is incorporated herein
                                         by reference.


 


		(5)	“Dignity
                                         Health Facility(-ies)” means the Dignity Health facility or facilities identified
                                         by Dignity Health where Authorized Users will be wearing Google Glass and utilizing the
                                         Augmedix Solution front-end.


 


		(6)	“Documentation”
                                         means all materials and documentation provided by Augmedix to Dignity Health, whether
                                         in hard copy, magnetic media or machine-readable form, pertaining to the capabilities,
                                         operation, software and/or services of the Augmedix Solution, as amended and updated
                                         by Augmedix from time to time.


 


		(7)	“Embedded
                                         Software” means third party computer programs listed in the Documentation,
                                         which are licensed by Augmedix and incorporated in the Software, and which are subject
                                         to the terms specified in the SOW.


 


		(8)	“Hardware”
                                         means the minimum recommended hardware required to operate the Software, as described
                                         in the SOW.


 


		(9)	“Scribe(s)”
                                         means an individual who performs Scribing on behalf of a provider.


 


		(10)	“Scribing”
                                         means the acts of inputting EHR data and searching the subject patient’s EHR
                                         for pertinent information by the Scribe from the perspective of, and on behalf of, the
                                         Provider, during or in connection with a provider session/encounter and based on the
                                         interaction between a patient and provider, the EHR input of which will be reviewed,
                                         finalized and approved by Provider in accordance with the Dignity Health Scribe Policy
                                         and the applicable, mutually agreed upon Standard Operating Procedure document.



 


		(11)	“Software”
                                         means the proprietary Augmedix software required to operate the Augmedix Google Glass
                                         Device. Software includes Embedded Software.



 


		(12)	“SOP”
                                         means a written standard operating procedure agreed to by Dignity Health and Augmedix
                                         that sets forth the day-to-day expectations of the parties, including processes, protocols,
                                         training, patient interaction, patient notices, and specific means of carrying out each
                                         party’s obligations under the Agreement, the SOW and Dignity Health’s Scribe
                                         Policy. The SOP also includes the master list of current and to-be-initiated Authorized
                                         Users, to-be-initiated Authorized Dignity Health Facilities, and preferred initiation
                                         dates, as determined and maintained by the Dignity Health in collaboration with Augmedix.



 






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EXHIBIT A 


 


STATEMENT OF WORK (SOW)


 


[Attached]


 






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EXHIBIT A


 


STATEMENT OF WORK (SOW)

AUGMEDIX EXPANSION PROJECT


 


This Statement of Work (“SOW”),
entered into by and between Dignity Health Medical Foundation (a Dignity Health Affiliate) and Augmedix, Inc. (jointly
“Parties”), is effective as of September 1, 2015 (the “SOW Effective Date”) and is a supplement
to the Services Agreement dated September 1, 2015 (the “Agreement”) by and between Dignity Health with
a place of business at 185 Berry Street, Suite 300, San Francisco, California 94107 (“Client”), and Augmedix, Inc.,
a Delaware corporation with its principal offices at 1161 Mission St, Suite 210, San Francisco, CA 94103 (“Augmedix”),
and is hereby made a part of the Agreement. To the extent this SOW is inconsistent with the terms of the Agreement, the terms
of the Agreement will prevail. All capitalized terms used in this SOW and not defined herein shall have the meaning assigned to
such terms in the Agreement. Notwithstanding any prior agreements, the Parties hereby agree that as of the SOW Effective Date,
the Services Agreement dated November 7, 2013 between the Parties, including all amendments and statements of work thereunder,
are deemed terminated and superseded by the Agreement (described above) between Dignity Health and Augmedix. This SOW replaces
all prior SOWs by and between the Parties with an effective date prior to September 1, 2015.


 


Client’s Business Sponsor (name
of executive): Dr. Davin Lundquist, Vice President-Chief Medical Information Officer (Dignity Health Medical Foundation)


 


Primary Client Contact: [*] Program Manager - Telehealth 


 


1. Overview and Definitions


 


a. Augmedix Solution
Overview


 


With the introduction of Electronic
Health Record (“EHR”) systems, licensed physicians (“Provider(s)”) are increasingly required
to interact with technology during a patient session. Providers often spend hours completing documentation in their patients’
charts. Depending upon the Provider’s practice style, this might get accomplished during office hours, in between patient
sessions, or after hours.


 


Augmedix shall ensure that the Augmedix
Solution will enable: (a) Scribes to readily perform Scribing activities in accordance with Dignity Health’s Policy, this
SOW and the applicable SOP, and (b) Providers wearing the Augmedix Google Glass to readily and securely communicate electronically
live audio, video and/or data during a patient session/encounter with a Scribe.


 


Augmedix shall utilize the Google Glass
platform as a means to pass-through audio, video, and data to and from remote Scribes located at a Designated Augmedix Facility
(as defined below) or on-site at the Client facility, as applicable. Scribes will complete much of the documentation that Providers
do themselves today, in real-time, during a patient session and will input that data directly into the applicable Client EHR.


 


b. Project Overview


 


This project is a collaborative effort
between Augmedix and Client, to undertake deployment of the Augmedix Solution at authorized Client Facilities, with direct participation
of certain designated Providers of Client.


 


Client Facilities utilize EHRs which can be common
between facilities or unique to a specific facility.


 


When performing the Services,
Scribes will always be located at the Designated Augmedix Facility or on-site at the Client facility and will be scribing directly
into the respective El4R.


 


Scribes will work with Client’s
on-site staff to incorporate patient education into the registration process, as well as to capture post-appointment feedback
with respect to patient satisfaction and comfort with the interaction between patient and Provider during a patient session.


 


During each phase described below, Augmedix’s
team will conduct interviews with the participating Providers to measure their satisfaction, interaction and capture efficiencies
gained by introducing the Augmedix Solution.


 






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2. Services and Deliverables


 


		a.	Commencing on the Effective Date of this SOW, Augmedix
shall perform the following services and provide the following Services and Deliverables to Client:



 


		(1)	Implementation.
Augmedix shall perform implementation Services in accordance with Section 2(c) below.


 


		(2)	Scribing.
Scribing is to be performed by Augmedix Scribes. Augmedix shall facilitate coordination of Scribing integration into the EHR,
in pending status, awaiting the Provider’s review, finalization, and approval.


 


		(3)	Formatting.
Augmedix shall transfer Scribing results into the format requested by Client.


 


		b.	Certain Requirements



 


		(1)	Augmedix
shall provide the necessary Augmedix Google Glass Devices and Embedded Software for the Authorized Users.


 


		(2)	Any
and all Client Hardware (including servers) used to implement and operate the Augmedix Solution will remain on Facility premises
at all times. Audio, video, and data content will be generated and used only in real time during a patient session using the Augmedix
Google Glass Device which will be encrypted both at rest and during the session, and, in any event, at all times in accordance
with the RSAM documents and the SOP, which when finalized or updated by the parties are deemed incorporated herein by reference.
For purposes of this SOW, “real time” means streaming without caching, storage or retention of the content, except
for caching in encrypted form on the Augmedix Google Glass Device as permitted by this Agreement when the wifi connection to the
Designated Augmedix Facility is unavailable and other caching and storage specifically permitted under the SOP.


 


		(3)	The
SOP will comply with all of the requirements of the Agreement, this SOW and Client’s Scribe Policy. Any content in the SOP
that conflicts with a requirement in any of the foregoing shall only be valid when approved in writing by Augmedix and Client’s
Business Sponsor, legal counsel and if it pertains to a privacy matter, its Facility Privacy Official.


 


		(4)	Augmedix
will ensure that all Scribes complete all training on relevant Dignity Health policies and software applications, as requested
by Dignity Health, and comply with all Dignity Health policies applicable to the Services, including without limitation, Dignity
Health’s scribe policy, which is attached to this SOW as Attachment1  (Dignity Health Scribe Policy), which policy may be
updated from time to time by Dignity Health.


 


		c.	Certain Augmedix
                                         Responsibilities



 


		(1)	Augmedix shall install and configure the Software onto
the Hardware under the supervision and with the support of the appropriate Client-designated personnel. As part of the implementation
Services, Augmedix shall complete collection of physician and site preferences, technical site evaluation, IT infrastructure setup,
and deployment of on-site Augmedix Scribe trainers and Augmedix Scribes as needed, and onboarding of Authorized Users and Augmedix
personnel (including Scribes). Augmedix shall perform all other services necessary to implement the Software, Hardware, and Services
so that they can be used in full production.



 


		(2)	Augmedix shall notify Client when the implementation Services
described above are complete. Client will have the right to test the Software, Hardware and Services as implemented. Augmedix
shall promptly correct any errors or deficiencies. The Software. Hardware, and Services will not be deemed accepted unless and
until Client notifies Augmedix of its acceptance, provided however that for acceptance after the first implementation with respect
to each Facility EHR or new version thereof, the Software, Hardware and Services for each implementation will be deemed accepted
if Client does not reject them after five (5) business days of production use following notification by Augmedix that such implementation
Services are complete. Go-live date for each Authorized User will occur upon first productive use by that Authorized User following
notice from Augmedix that all implementation services are complete for that Authorized User, unless disputed by Client within
five (5) business days after such notice.



 






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		(3)	Augmedix
shall provide the Augmedix Google Glass and all technical support for it.


 


		(4)	Augmedix
shall ensure that the Augmedix Designated Facility meets the requirements of the relevant security document (i.e. RSAM for Augmedix
Designated Facilities located in the United States and the Offshore Diligence Document for Augmedix Designated Facilities located
overseas) at all times.


 


		(5)	Augmedix
shall ensure that all data and content (including audio and video content) generated or collected by the Augmedix Google Glass
Devices will at all times be encrypted and streamed in encrypted form through the Facility Wi-Fi network and to the Designated
Augmedix Facility via the internet.


 


		(6)	Augmedix
shall ensure that EHR entries created by Scribes will at all times be transmitted in encrypted form from the Augmedix Designated
Facility to the Facility EHR.


 


		(7)	All
hardware used by the Scribes will remain at all times within the premises of the Augmedix Designated Facility. Augmedix and Scribes
will not remove any hardware from the Augmedix Designated Facility premises.


 


		(8)	Augmedix
shall provide appropriately configured Augmedix Google Glass devices, loaded with Software. Augmedix shall replace this hardware
as needed and to offset normal hardware wear and tear. If Client so chooses to utilize prescription lenses for a particular Authorized
User, Augmedix shall supply the appropriate frames for the Authorized User or the Client to pay for. The Authorized User or the
Client must then oversee the custom creation of lenses and installation. Augmedix shall make best efforts to assist with these
lens installation logistics. Augmedix shall also provide appropriate numbers of external batteries and USB cables.


 


		(9)	Augmedix
shall be responsible for ensuring the availability and functionality of sufficient Augmedix Google Glass Devices and other Hardware
to provide the Services under this Statement of Work. The Augmedix Google Glass Devices and other Hardware provided for the purpose
of the Agreement are owned by Augmedix and will be provided and supported entirely by Augmedix.


 


		(10) 	Augmedix
shall work together with Client to develop appropriate patient education materials and associated training.


 


		(11) 	Augmedix
shall provide Standard Operating Procedure (SOP) to configure Google Glass to the Augmedix specification utilizing Client Network.


 


		(12) 	Augmedix
shall provide invoices to Client in a timely matter. Augmedix shall also respond to billing inquiries promptly and thoroughly.


 


		(13) 	Augmedix
shall ensure each Scribe is properly trained on Client’s EHR and Client’s data entry standards and policies associated
with such data entry and EHR access.


 


		(14) 	Augmedix
shall obtain the name and contact information of the office manager and/or clinic director for each physician for which Services
are performed and shall include that information in each invoice.


 






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		d.	Client Responsibilities



 


		(1)	Client will provide the remote login capabilities for the
Scribe to access the EHR and the patient schedule, subject to Augmedix’s and each Scribe’s compliance with all applicable
policies and procedures of Client. Client shall also
provide the necessary will infrastructure and bandwidth to access the internet from Client facilities, as agreed by the parties
in writing.



 


		(2)	Client-designated
personnel will provide Standard Operating Procedure (SOP) on Accessing EHR Remotely.


 


		(3)	Client-designated
personnel will assist Augmedix in installing and configuring the Software onto the Augmedix’s hardware.


 


		(4)	Client
will work together with Augmedix to develop patient education materials.


 


		(5)	Client
will provide training to Augmedix personnel pertaining to the use of EHR software.


 


		(6)	Client
will arrange for appropriate access and related credentials for Scribes and Scribe trainers to access the EHR and related software.


 


		(7)	(Intentionally
omitted)


 


		(8)	Client
will designate one or more person(s) at each Client Facility for administrative duties in SOP, Administrative Duties include:


 


		●	Nightly
collection of devices (Glass units, battery packs, etc.) for charging and secure storage.


 


		●	Daily
distribution of devices for utilization.


 


		●	Handover
of Google Glass units to visiting Augmedix personnel for the purposes of software upgrades, audits, or research.


 


		●	Participation
on Augmedix or Client initiated audits for the purposes of security or asset verification


 


		●	Point
of Contact for Incident Reporting and Client/Augmedix issue resolution.


 


		(9)	Client
will be responsible for providing patient education in accordance with applicable laws and regulations. Without limiting the foregoing,
Client will make available to patients the education materials, including FAQs, provided by Augmedix and approved in writing by
Client. The parties agree to cooperate in timely and jointly reviewing such materials. Client will designate one or more persons
at each authorized facility in SOP to administer patient education process for all patients to be seen by an Authorized User.
In the event that a patient wishes for the Augmedix Solution to be partially or completely disabled / removed, the Client is responsible
for adhering to stated patient preferences. Augmedix shall provide training and support to assist Client with these circumstances.


 


		(10) 	Client
will designate one or more persons at each authorized facility in SOP to provide Augmedix with long-term and short-term schedules
for Authorized Users listed in the SOP.


 


		(11) 	Client will provide full EHR audit-trail access to Augmedix.
This permits Augmedix to see the precise character-by-character changes made to the EHR (by providers, scribes. other staff, or
other systems), with time-stamps and user logs. This access should permit visibility into all EHR documentation associated with
the providers listed in the SOP, but subject, however, to the role-based access provided by Client.



 


		(12) 	Client
is responsible for securing and safeguarding Augmedix-provided Augmedix Google Glass Devices, batteries, and related accessories.
If these Google Glass units or related accessories are lost or damaged through usage beyond mere day-to-day use and such loss
or damage amounts to negligence by Client, the replacement costs will be billed to the Client.


 


		(13) 	Either
party may require Authorized Users to wear Augmedix Google Glass Devices while seeing patients for as much as two weeks prior
to scheduled initiation of service for that particular Authorized User, This requirement will he upon the request of either party,
as reasonably necessary, in an effort to efficiently train Scribes. Each party will ensure that its personnel will comply with
these requirements.


 






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		e.	Software



 


		(1)	License.
                                         Subject to the terms and conditions of this Agreement, Augmedix hereby grants Client
                                         and its affiliates, and Client hereby accepts on behalf of itself and its affiliates,
                                         a non-exclusive, nontransferable license for Client and its Authorized Users to use the
                                         Augmedix Solution and Documentation for the term of this SOW. For the avoidance of doubt,
                                         the Software may be used on a concurrent user basis. In addition. Client may retain a
                                         copy of all Documentation for its records in perpetuity.


 


		(2)	Restrictions.
                                         Without the prior written consent of Augmedix, Client and its affiliates agree not
                                         to (nor assist or encourage third parties to): (a) sell, rent, lease, lend, license,
                                         sublicense, distribute or otherwise transfer the Software or Documentation to any third
                                         party; (b) decompile, disassemble or reverse engineer the Software, in whole or in part;
                                         (c) write or develop any derivative software or any other software program based upon
                                         the Software, the Documentation or any Augmedix Confidential Information: (d) use the
                                         Software to provide processing or other services to third parties, or otherwise use the
                                         Software on a “service bureau” basis; or (e) provide, disclose, divulge or
                                         make available to, or permit use of the Software or Documentation by any third party
                                         without Augmedix’s prior written consent. The Software contains Embedded Software
                                         and Client will comply with any applicable license terms and conditions as set forth
                                         in Section 2(e)(1) of this SOW.


 


		(3)	Embedded
Software Terms and Conditions.


 


		●	Prior
                                         to commencement of the Project, Augmedix shall notify Client in writing of all Embedded
                                         Software and provide for Client’s review their associated terms and conditions
                                         (“Embedded Software Licenses”). As Client proceeds with expansion,
                                         Client agrees to comply with all such Embedded Software Licenses that are reasonably
                                         acceptable to it, which are required to use the Software licensed by Augmedix hereunder.


 


		●	In
addition to the terms and conditions of the Embedded Software Licenses, Client acknowledges the following:


 


		●	EMBEDDED
SOFTWARE IS PROVIDED “AS IS” AND ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING. BUT NOT LIMITED TO, THE IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE SUPPLIER OP ANY EMBEDDED SOFTWARE
OR ITS AUTHOR OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING,
BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER
CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING
IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.


 


		●	Augmedix
relies on Embedded Software for proper operation of the Software. Augmedix hereby assigns all assignable warranties and services
provided by Embedded Software licensors to Client, if’ any.


 


		●	If
a problem with any Embedded Software affects the performance of the Software in accordance with Documentation. Augmedix shall
use commercially reasonable efforts to work with the Embedded Software licensor to resolve the problem.


 


		●	Augmedix
warrants that it has obtained all necessary rights for third party software required to operate the Augmedix Solution.


 


		●	Client further
                                                                                                                                               agrees to accept the applicable Google Terms of Use prior to its use of the Augmedix Google Glass Device. Furthermore, Client
                                                                                                                                               acknowledges that, to the extent permitted by applicable laws, Google shall have no liability for any damages, whether direct, indirect, incidental or consequential,
arising from the use of the Google Glass Device, and all warranties with respect to the Google Glass Device, including without
limitation, warranties for merchantability, fitness for a particular purpose, and non-infringement are hereby disclaimed.


 






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3. Term
and Schedule of Work Milestones


 


		a.	Term.
                                         This SOW shall begin on its Effective Data and continue until terminated as provided
                                         in the Agreement. Such term shall be referred to as the “Term” of the SOW.


 


		b.	Milestones:


 


		i.	Services and Deliverables are fully implemented and Scribes
are ready to begin full performance under this SOW.



 


		ii.	Acceptance of the Services and Deliverables by each applicable
physician and the office manager for each such physician.



 


		iii.	Payment for each physician does not begin until acceptance
as described above and go-live have occurred.



 


4. Fees;
Schedule; Invoicing


 


		a.	Fees.



 


		i.	Fees
will be charged and assessed for Authorized User beginning on the go-live date, but not before such date unless otherwise agreed
by the parties.


 


		ii.	Augmedix
and Client shall by mutual agreement classify Authorized Users into the following billing categories, based on the expected number
of service hours used:


 


	Billing
    Category.	 	Monthly
    Charge*
	[*]	 	[*]
	[*]	 	[*]
	[*]	 	[*]
	[*]	 	[*]
	[*]	 	[*]
	[*]	 	[*]



 


		*	Augmedix shall bill the Client for each Authorized User
at the applicable rate set foal above.



 


		*	If Client has
Authorized Users using over 140 service hours per month. such extra service hours shall be billed to Client at a rate of [*] per
service hour used over the 140 hour allocation.



 


		*	These fees may not be changed in the event Augmedix is
unable to use Scribes outside the jurisdiction of the United States of America as a result of Security Incident.



 


		iii.	At 90 days
after the initial classification of Authorized Users into billing categories, and every 90 days thereafter, Augmedix reserves
the right to re-classify an Authorized User into a different billing category if such Authorized User uses, on average, more than
the upper limit or less than the lower limit of service hours based on his/her last billing category classification for each such
90 day period. By way of example, an Authorized User who was classified as “Up to 110 service hours per month” before
the go-live date but on average has used 120 Service hours per month in the 90 days since the go-live date can be re-classified
by Augmedix to the “Up to 140 service hours per month” billing category and will incur a monthly charge of [*] for
the next 90 day period (and 90 day periods thereafter, assuming a similar 120 service hour per month usage).



 






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		iv.	Fees
and charges paid by Client under this SOW are non-refundable. All payments will be made in US dollars.


 


		v.	Augmedix reserves
                                                                                                                                                                  the right to raise the fees incurred under this SOW by up to [*] upon the yearly anniversary of the Effective Date and every
                                                                                                                                                                  yearly anniversary thereafter.


 


		vi.	Augmedix
shall continue to provide the Services. free of charge, to the current Authorized Users of the DHMF Ventura clinic (“Free
Pilot”) through October 31, 2015. Augmedix and DHMF Ventura clinic shall mutually agree in writing to extend the Free
Pilot past October 31, 2015. For clarity, due to the unique history of the Free Pilot, this arrangement is provided only to the
current Authorized Users of the DHMF Ventura clinic and to no other Dignity Health or Dignity Health Medical Foundation entity
or affiliate.


 


		b.	Scheduling


 


Prior to initiation for each new Authorized User and each month
thereafter, Client shall provide a generic daily schedule for each Authorized User for each day of the following month (“Daily
Schedule”).


 


14 day written notice is required for schedule
changes. If less than 14 day written notice is received, Augmedix will make good faith efforts to accommodate such requests but
does guarantee availability of such service.


 


		c.	Invoicing


 


All amounts due will be invoiced monthly
in arrears in accordance with the Agreement and the terms of this SOW. In the event that service for a particular Authorized User
is canceled, any remaining balance will be reimbursed to Client or credited towards payment for another Authorized User.


 


5. Other Miscellaneous Terms and Conditions


 


		a.	Sales and Use Tax. The parties acknowledge that,
as of the Effective Date of this SOW, no law, rule or regulation requires any sales or use taxes to be due or payable as they
relate to the Service and Deliverables under this SOW. Therefore no such tax shall be due or included in invoices.



 


		b.	Tax Withholding Requirements. In accordance with
Section 4(c) of the Agreement, payments for services under this SOW may be subject to state tax withholding requirements. If the
services under this SOW include services performed or payable in California, Augmedix warrants and represents that it has completed,
signed and submitted to Client one of the following: (Check applicable box below)



 


		☐	California Franchise Tax Board Form 587 (Nonresident Withholding
Allocation Worksheet)



 


		☐	California Franchise Tax Board Form 590 (Withholding Exemption
Certificate)



 


		d.	Background
                                         Screening Requirements. As required by Section 11(d) of the Agreement, Augmedix represents
                                         and warrants that: (Check applicable box below):


 


☐ Augmedix has successfully completed
a criminal background check for each of its personnel and subcontractors providing services under this SOW and has provided Client
with documentation of such, in accordance with Exhibit E.


 






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		e.	Insurance
                                         Compliance. Augmedix has provided Client with proof of insurance as required under
                                         Exhibit C of the Agreement.



 


(check applicable box below):


☐ Yes


☐ No (If no, explain
why not):


 


 






 


 


 






 


		f.	Deliveries.
                                         Unless specified otherwise by Client, all tangible deliveries, including reports
                                         shall be delivered only to the Client’s Business Sponsor or designee at Client’s
                                         address shown above.



 






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IN WITNESS WHEREOF, the parties hereto have caused this Statement
of Work to be executed by their respective authorized representatives.


 


	Accepted and Approved by:	 	Accepted and Approved by:
	 	 	 
	Dignity Health Medical Foundation	 	Augmedix, Inc
	 	 	 
	/s/ Michael Stern	 	/s/ Pelu Tran
	Signature	 	Signature
	 	 	 
	Michael Stern	 	Pelu Tran
	Print Name	 	Print Name
	 	 	 
	Director, IT Contracting	 	Cofounder, President, Chief Customer Officer 
	Title	 	Title
	 	 	 
	9/17/15	 	9/17/15
	Date	 	Date



 






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ATTACHMENT 1


 


TO EXHIBIT A 


 


DIGNITY HEALTH SCRIBE POLICY


 


 



    	SFO-[160927]
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Scribe Services


100.2.001


 


DIGNITY HEALTH


ADMINISTRATIVE POLICY AND PROCEDURE


 


	FROM:	Dignity Health Care Management
	 	 
	SUBJECT:	Scribe Services
	 	 
	EFFECTIVE DATE:	January 17, 2012
	 	 
	REVISED:	May 12, 2010
	 	 
	ORIGINAL EFFECTIVE DATE: 	May 12, 2010
	 	 
	REPLACES:	 
	 	 
	APPLIES TO:	System Offices:	☐	 
	 	Acute Care Entities:	☒	 
	 	Non-acute Care Entities:	☒	 



 


		I.	POLICY:



 


Physicians may be permitted to utilize the services of qualified,
trained and competent clerical staff referred to as scribes (“Scribes”) to improve medical record documentation speed
and accuracy. The supervising physician is ultimately responsible for all documentation in the medical record. including the entries
made by the Scribes. The supervising physician must ensure that all documentation in the medical record conforms with Hospital
policy, the requirements of the Joint Commission and applicable legal requirements. Under no circumstances may Scribes provide
clinical services.


 


		II.	PURPOSE:



 


The purpose of this policy is to establish Dignity Health requirements
for the use of Scribes in a clinical setting at Dignity Health facilities.


 


		III.	PROCEDURES:



 


		A.	Scribes are not licensed healthcare providers and do not
perform any clinical or medical tasks (no direct patient care). The supervising physician is responsible for all medical care
provided to the patient. It is the responsibility of the supervising physician to ensure that the Scribe does not perform any
clinical or medical task. To avoid confusion. Scribes shall not be given any title that includes the word “clinical.”



 






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Scribe Services


100.2.001


 


		B.	Scribes
may accompany the physician or non-physician provider (NPP) during his/her duties, including patient care. The supervising physician
or NPP must introduce the Scribe to each patient upon initial presentation.


 


		C.	The
Scribe’s duties must be performed under direct supervision of the physician. He/she may not act independently of the supervising
physician.


 


		D.	Scribes
assist the physician and NPP staff by making entries into the medical record. Scribes will function as transcriptionists and transcribe
verbal or written information provided by the physician or NPP directly into the hospital medical record or any written documentation
forms used by the Hospital. The medical record may be electronic or paper. All entries must be legible.


 


		E.	All
medical records that contain documentation by a Scribe must be reviewed and approved by the supervising physician and contain
countersignature with date and time stamp in the form of an attestation statement indicating that the supervising physician has
reviewed the entries, agrees with the entries and approves the entries made by the Scribe as if the entries were directly written
by the supervising physician. The attestation must read, at a minimum: “I have read the [medical record] [Scribe entries).
I approve the care and treatment provided to this patient. as recorded by the Scribe(s).” Such review and approval must
be signed and dated by the physician before the patient is discharged or transferred from the Hospital department where the patient
is receiving care (e.g., the Emergency Department).


 


		F.	If
the Scribe is performing services for an NPP. the NPP must ensure that the entries made by the Scribe accurately reflect the NPP’s
services for the patient. In such cases. the Scribe entries related to the NPP’s activities must be signed, dated and timed
by the NPP before the patient is discharged or transferred from the Hospital department where the patient is receiving care.


 


		G.	The
Scribe’s job duties may include only the following, as requested by the physician or NPP:


 


		1.	The
Scribe may document the history of present illness (HPI) and physical examination (PE) performed by the physician or NPP, as dictated
by the physician/NPP.


 


		2.	The
Scribe may document procedures performed by the physician or NPP, as dictated by the physician/NPP.


 






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Scribe Services


100.2.001


 


		3.	The
Scribe may record procedures performed by the physician or NPP, results, progress notes and information for the physician treatment
records, as dictated by the physician/NPP.


 


		4.	The
Scribe may transcribe proper diagnoses and discharge/follow-up instructions, as dictated by the physician/NPP.


 


		5.	The
Scribe may provide the patient with pre-printed questionnaire regarding the patient’s past medical, social and family history.


 


		6.	The
Scribe may check on progress of lab, x-ray or other test/evaluations in order to expedite physician/NPP decision making regarding
the patient.


 


		7.	The
Scribe may retrieve reports and other information and present them to the physician/NPP in printed or electronic format for physician/NPP
review.


 


		8.	The
Scribe may access medical records on behalf of the supervising physician/NPP for treatment purposes only.


 


		9.	The
Scribe may only sign-on to any electronic medical record using the Scribes individual log-on and password.


 


		10.	The
Scribe may fax treatment summaries to the patient’s private physician or next provider(s) of care and document such faxing
in the medical record.


 


		11.	The Scribe may provide simple kindnesses. without any clinical
impact, for patients (for example: obtaining a blanket for a patient).



 


		H.	The following activities are prohibited:



 


		1.	The
Scribe may not transcribe or write any orders into the medical record.


 


		2.	The
Scribe may not write prescription orders for the physician/NPP to sign.


 


		3.	The
Scribe may not ask the patient any questions about the patient’s medical condition, medical history, family history or anything
else that is related to the patient’s treatment or reason for visiting the hospital.


 


		4.	The
Scribe may not provide any services that are within the scope of practice of a licensed health practitioner.


 


		5.	The
Scribe may not access or view confidential laboratory results.


 


		I.	The Scribe must meet the Dignity Health Human Resources
requirements for contractors working in the Hospital, including HIPAA privacy training and criminal background checks. Meeting
these requirements is the responsibility of the Scribe’s employer. A Hospital should cross-reference its applicable Human
Resource policies regarding the health and background screenings required of third-party contractors working in the Hospital.



 






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Scribe Services


100.2.001


 


		J.	A
hard copy verification of the qualification and requirement standards must be maintained on site at the Hospital and be readily
available, including acknowledgement of all trainings and a copy of the Hospital Network Usage Policy signed by the Scribe.


 


		K.	The
Scribe will be given appropriate access to the electronic or paper medical record. The Hospital Medical Staff office will provision
the Scribes for the electronic medical record entry. in accordance with this policy. The Scribe will not have access to any computerized
order entry and will only be able to chart in the electronic medical record or paper record. The Scribe role will be regularly
audited according to Dignity Health auditing policies.


 


		L.	All
relationships with Scribes and/or Scribe Programs must receive Legal Department review prior to becoming operational.


 



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EXHIBIT B

PRICING


 


		a.	Fees will be charged and assessed for Authorized User beginning
on the go-live date, but not before such date unless otherwise agreed by the parties.



 


		b.	Augmedix and Client shall by mutual agreement classify
Authorized Users into the following billing categories, based on the expected number of service hours used:



 


	Billing
    Category	 	Monthly
    Charge*
	[*]	 	[*]
	[*]	 	[*]
	[*]	 	[*]
	[*]	 	[*]
	[*]	 	[*]
	[*]	 	[*]


 


		*	Augmedix shall bill the Client for each Authorized User
at the applicable rate set forth above.



 


		*	If Client has Authorized Users using over 140 service hours per month. such extra service
                                                                                 hours shall be billed to Client at a rate of [*] per service hour used over the 140 hour allocation.



 


		*	These fees may not be changed in the event Augmedix is
unable to use Scribes outside the jurisdiction of the United States of America as a result of Security Incident.



 


		c.	At 90 days after
                                                                                                                                                              the initial classification of Authorized Users into billing categories, and every 90 days thereafter, Augmedix reserves the
                                                                                                                                                              right to re-classify an Authorized User into a different billing category if such Authorized User uses, on average, more than
                                                                                                                                                              the upper limit or less than the lower limit of service hours based on his/her last billing category classification for each
                                                                                                                                                              such 90 day period. By way of example, an Authorized User who was classified as “Up to 110 service hours per
                                                                                                                                                              month” before the go-live date but on average has used 120 Service hours per month in the 90 days since the go-live
                                                                                                                                                              date can be re-classified by Augmedix to the “Up to 140 service hours per month” billing category and will incur
                                                                                                                                                              a monthly charge of [*] for the next 90 day period (and 90 day periods thereafter, assuming a similar 120 service hour per
                                                                                                                                                              month usage).


 


		d.	Fees
and charges paid by Client under this SOW are non-refundable. All payments will be made in US dollars.


 


		e.	Augmedix reserves
                                                                                                                                                              the right to raise the fees incurred under this SOW by up to [*] upon the yearly anniversary of the Effective Date and every
                                                                                                                                                              yearly anniversary thereafter.


 






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EXHIBIT C


INSURANCE


 


A. General Requirements.
Within ten days after the Effective Date or upon request, Augmedix shall provide to Dignity Health evidence of all insurance
required hereunder. All policies and certificates of insurance will be written as primary policies with Services performed
and deliverable items produced by Augmedix and its subcontractors and not written as policies contributing to, or to be used
in excess of Dignity Health’s insurance policies or any self-insurance program in which Dignity Health may participate
with respect to such Software and Services. The insurance requirements under this section are mandatory; failure of Dignity
Health to request certificates of insurance will not constitute a waiver of Augmedix’s obligations and requirements to
maintain the minimal coverage’s specified. In the event of any modification, termination, expiration, non-renewal or
cancellation of any of such insurance policies, Augmedix shall give written notice thereof to Dignity Health not more than
ten (10) days following Augmedix’s receipt of such notification. In the event Augmedix fails to procure. maintain or
pay for the insurance required under this section, Dignity Health will have the right, but not the obligation, to obtain such
insurance. In such event, Augmedix shall promptly reimburse Dignity Health for the cost thereof upon written request, and
failure to repay the same upon demand by Dignity Health will constitute a material breach of the Agreement.


 


B. Types and Amounts. During the
term of this Agreement, and at its own cost and expense, Augmedix shall obtain and maintain the following insurance coverages
or self-insurance:


 


		●	Commercial
General Liability insurance, including products/complete operations and advertising injury coverage, with a minimum combined single
limit of [*] per occurrence and minimum general annual aggregate limit of [*];


 


		●	Comprehensive
professional liability insurance covering the liability for financial loss due to error, omission or negligence of Augmedix, with
a minimum amount of [*] and not less than [*] in the annual aggregate;


 


		●	Workers’
compensation insurance and other insurance as required by statutes in the states in which the work will be performed. Coverage
will include Employers Liability with a limit not less than [*]  for each occurrence;


 


		●	Business
Automobile Liability Insurance covering owned, non-owned and hired vehicles with a combined single limit of not less than [*]
per accident for bodily injury and property damage; and


 


		●	Network
Security Liability and Privacy Liability including expenses associated with data breach, cyber-crime, cyber-security and related
thereto the investigation, remediation, notification costs, credit monitoring, call center expenses, public relations expenses
and legal costs in an amount not less than [*] per occurrence and [*] annual aggregate.


 






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If Augmedix purchases “claims made”
insurance, all acts and omissions of Augmedix and its representatives and agents, will be, during the term of this Agreement, “continually
covered” notwithstanding the termination of this Agreement or the provisions of this Agreement allowing Augmedix to purchase
“claims made” insurance coverage. In order for the acts and omissions of Augmedix and its representatives and agents
to be “continually covered” there must be insurance coverage for the entire period commencing on the Effective Date
of this Agreement and ending on the date that is at a minimum of three (3) years after the final date that this Agreement is effective,
including any extensions or renewals hereof, and such insurance must satisfy the liability coverage requirements provided for in
this Agreement. Augmedix acknowledges and agrees that the provisions of this Exhibit C may require Augmedix to purchase “tail
insurance” if its coverage lapses or “nose insurance” and/or “tail insurance” if Augmedix changes
insurance carriers, even after this Agreement is terminated.


 


Subcontractors. Augmedix agrees
to require any Subcontractor it uses to perform work at Client’s premises, if any, to carry, or Augmedix shall carry on
behalf of said Subcontractors, at a minimum, the following limits of insurance:


 


	 	●	Workers’ Compensation and other insurance in the amount required by statute in the state in which the work will be performed;


 


	 	●	Commercial
General Liability Insurance, including independent contractors coverage, written on a broad form basis in a combined single limit
of [*] per occurrence with an annual aggregate of not less than [*]; and


 


	 	●	Business
Automobile Liability Insurance, if applicable, covering any auto with a combined single limit of not less than [*].


 


Policy Requirements. Client will
be listed on all such insurance policies obtained by Augmedix (except Worker’s Compensation) as “Additional Insureds”
up to the amount required of Augmedix in this Exhibit C. Augmedix shall similarly require certain Subcontractors to list Client
as “Additional Insureds” if Augmedix does not carry on behalf of such Subcontractors the insurance required in this
Exhibit C. The provisions of this Exhibit C will not be deemed to limit the liability of Augmedix hereunder, or limit any rights
that Client or any Client affiliates may have, including, rights of indemnity or contribution. Notwithstanding any other provisions
of this Agreement, the provisions of this Exhibit C will survive termination of this Agreement.


 






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EXHIBIT D


BUSINESS ASSOCIATE EXHIBIT


 


The parties agree that, under this Exhibit, Augmedix (“Business
Associate”) shall have all the rights and obligations of a “Business Associate,” as defined in HIPAA (defined
below), and Dignity Health (“Dignity Health”) affiliated covered entity, which includes Client (“Covered
Entity”), shall have all the rights and obligations of a “Covered Entity,” as defined in HIPAA.


 


1. Definitions. All capitalized
terms not defined herein shall have the meaning ascribed to them by HIPAA (defined below), including Business Associate, Covered
Entity, Limited Data Set, Data Aggregation and Designated Record Set.


 


(a) “Breach”
shall mean the unlawful or unauthorized access to, viewing, acquisition, use or disclosure of PHI.


 


(b) “HIPAA”
shall mean the Health Insurance Portability and Accountability Act of 1996 (Public Law 104-191), Title XIII of the American
Recovery and Reinvestment Act of 2009 (Public Law 111-005) and the rules, guidance and regulations promulgated thereunder, as amended
from time to time, including 45 Code of Federal Regulations, Parts 160 and 164.


 


(c) “Patient”
shall have the same meaning as the term “individual” under HIPAA and shall include a person who qualifies as a
personal representative.


 


(d) “Protected
Health Information” (“PHI”) shall have the meaning given to such term under HIPAA and shall include any information,
whether oral or recorded in any form or medium, limited to the information created or received by Business Associate from or on
behalf of Covered Entity (i) that relates to the past, present or future physical or mental health condition of the patient, the
provision of health care to patient, or the past, present or future payment for the provision of health care to patient; and (ii)
that identifies the patient or with respect to which there is a reasonable basis to believe the information can be used to identify
the patient.


 


(e) “Secretary”
shall mean the Secretary of the U.S. Department of Health and Human Services or her/his designee.


 


(f) “Security
Incident” shall mean any accidental, malicious or natural act that: (i) Results in a Breach of any PHI or credit card
information; or (ii) Adversely impacts the functionality of the Dignity Health network; or (iii) Permits unauthorized access to
the Dignity Health network; or (iv) Involves the loss or loss of control of a Dignity Health owned or managed information technology
resource; or (v) Involves the use of Dignity Health technology resources for illegal purposes or to launch attacks against other
individuals or organizations; or (vi) Impacts the integrity of Dignity Health’s files or databases including, but not limited
to: (1) interface failures; (2) inadequate testing or change control procedures; or (3) other failures which result in the deletion
or unauthorized changes to an electronic database. A “Security Incident” shall not include any attempted access of
system operations in an information system by a Packer Internet Groper (PING) program.


 






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(g) “State” shall
mean the state in which the Covered Entity is located.


 


(h) “Subpart
E” shall mean 45 Code of Federal Regulations, Part 164. Subpart E, which consists of Sections 164.500 et seq., as amended
from time to time.


 


2. Permitted Uses and Disclosures by Business Associate


 


(a) For Covered
Entity. Except as otherwise limited in the Agreement and this Exhibit, Business Associate (i) shall create, maintain, transmit,
access, use or disclose PHI only for the benefit of Covered Entity and to Perform functions, activities, or services as specified
in the Agreement, and (ii) shall not use or disclose PHI in a manner that would violate HIPAA if done by Covered Entity. To the
extent Business Associate is to carry out one or more of Covered Entity’s obligations under Subpart E of 45 CFR Part 164,
Business Associate shall comply with the requirements of Subpart E that apply to Covered Entity in the performance of such obligations.


 


(b) Minimum
Necessary. Business Associate shall use only the minimum amount of PHI necessary to perform the specified functions, activities
or services, in accordance with Covered Entity’s minimum necessary policies and procedures. In the event of inadvertent
access by Business Associate to more than the minimum necessary amount of Covered Entity’s PHI, Business Associate will:
(i) treat all such PHI in accordance with the Agreement and this Exhibit; (ii) promptly notify Covered Entity, in accordance with
paragraph 3(d) below, of such access; (iii) erase, delete, and/or return such PHI as quickly as possible; and (iv) take all necessary
actions to prevent further unauthorized access to PHI beyond the minimum necessary amount.


 


(c) Management
of Business Associate. Except as otherwise limited in the Agreement or this Exhibit, Business Associate may use or disclose
PHI for its proper management and administration or to carry out its legal responsibilities, provided that (i) the disclosure
is required by law, or (ii) the Business Associate obtains reasonable assurances from the person to whom the information is disclosed
that such information shall remain confidential and be used or further disclosed solely as required by law or for the purpose
of assisting Business Associate to meet Business Associate’s obligations under the Agreement. Business Associate shall require
any person to whom PHI is disclosed under this subsection to notify Business Associate of any instance of which it is aware in
which the confidentiality or security of the PHI has been breached.


 


(d) Data
Aggregation. Except as otherwise permitted in the Agreement and this Exhibit, Business Associate may use PHI to provide Data
Aggregation services only for Covered Entity.


 


(e) Compliance
with State Laws. Business Associate may use, disclose and access PHI only as permitted by State law, unless such State law
is contrary to HIPAA and is preempted by HIPAA in accordance with 45 Code of Federal Regulations Sections 160.201 et seq.


 






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3. Obligations of Business Associate


 


(a) Use.
Business Associate shall not use or disclose PHI other than as permitted or required by the Agreement, this Exhibit or as
required by law.


 


(b) Safeguards.
Business Associate shall use appropriate safeguards to prevent use or disclosure of PHI other than as provided for by the
Agreement and this Exhibit. Business Associate shall implement administrative, physical and technical safeguards that reasonably
and appropriately protect the confidentiality, security, integrity and availability of PHI that it receives, maintains, transmits
or creates on behalf of Covered Entity and that comply with the requirements of HIPAA. In addition, if Business Associate conducts
credit card transactions (i) such safeguards shall consist of or include the recommendations of the Payment Card Industry Data
Security Standards, found at https://www.pcisecuritystandards.org and (ii) Business Associate shall not store security
code (i.e. CVC) information or credit card magnetic strip information in any form.


 


(c) Mitigation.
Business Associate shall promptly mitigate, to the extent practicable, any harmful effect of a use or disclosure of PHI by
Business Associate in violation of the Agreement and this Exhibit.


 


(d) Notify
Covered Entity. Business Associate shall promptly notify Covered Entity of any Security Incident or Breach in writing in
the most expedient time possible, and not to exceed forty-eight (48) hours in the event of a Breach, following Business
Associate’s initial awareness of such Security Incident or Breach. Notwithstanding any notice provisions in the
Agreement, such notice shall be made to the Dignity Health Chief Privacy Administrator or his/her designee by means of fax to
[*] or by email to [*]. Business Associate shall cooperate in good faith with Covered Entity in the investigation of any
Breach or Security Incident.


 


(e) Breach
Notification. Following notification to Covered Entity of a Breach, Business Associate shall promptly cooperate with Covered
Entity in determining which entity shall provide any required Breach notification. If the parties agree that Business Associate
shall provide any required Breach notification, Business Associate shall provide such notification timely and provide Covered
Entity with documentation of Business Associate’s actions, including documentation of the names and addresses of those to
whom the notifications were provided.


 


(f) Access. If Business Associate
holds PHI in Designated Record Sets as determined by Covered Entity, Business Associate shall provide prompt access to the PHI
to Covered Entity whenever so requested by Covered Entity, or, if directed by Covered Entity, to a Patient in order to meet the
requirements. of HIPAA and State Law, as applicable. If requested, such access shall be in electronic format. If Patient requests
directly from Business Associate (i) to inspect or copy his or her PHI, or (ii) requests its disclosure to a third party, the
Business Associate shall promptly notify Covered Entity’s facility privacy official of such request.


 






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(g) Amendments. Business Associate
shall promptly make amendment(s) to PHI requested by Covered Entity and shall do so in the time and manner requested by Covered
Entity to enable it to comply with HIPAA and State Law, as applicable. If Patient requests an amendment to his or her PHI, directly
from Business Associate, the Business Associate shall promptly notify Covered Entity’s facility privacy official of such
request and await such official’s denial or approval of the request.


 


(h) internal Records.
Business Associate shall promptly make its internal practices, books, records, including its policies and procedures, relating
to the use, disclosure, or security of PHI that the Business Associate received from, maintained or created for or on behalf of
Covered Entity, available to Covered Entity or the Secretary, in a time and manner designated by Covered Entity or the Secretary,
to enable the Secretary to determine compliance with HIPAA.


 


(i) Accountings.
Business Associate shall document all disclosures of PHI and information related to such disclosures as required under HIPAA
in order that it may provide an accounting of such disclosures as Covered Entity directs. Business Associate shall: (i) Provide
an accounting as required under HIPAA to those Patients who direct their requests to Business Associate; or (ii) Provide the accounting
information required under HIPAA to Covered Entity, if so requested by Covered Entity, in the time and manner specified by Covered
Entity.


 


(j)
Preservation. Business Associate shall cooperate with Covered Entity and its medical staff to preserve and protect the
confidentiality of PHI accessed or used pursuant to the Agreement and shall not disclose or testify about such information
during or after the termination of the Agreement, except as required by law.


 


(k) Destruction. If, during
the term of the Agreement, Business Associate wishes to destroy the PHI, it shall notify Covered Entity in writing about its intent
to destroy data at least ten (10) days before such date of destruction, and shall comply with the requirements for destruction
of PHI found in Section 5(a) of this Exhibit. If Covered Entity requests the return of any PHI, Business Associate shall comply
as requested.


 


(l) HIPAA Compliance. Business
Associate shall comply with 45 Code of Federal Regulations Part 164, Subpart C with respect to electronic PHI. The written policies
and procedures and documentation required to be maintained by Business Associate under the Agreement, this Exhibit and HIPAA shall
be made available to Covered Entity, upon Covered Entity’s request.


 


4. Effect of Breach of Obligations.
If Business Associate breaches any of its obligations. Covered Entity shall have the option to do the following:


 


(a) Cure. Provide
Business Associate an opportunity to cure the breach, to the extent curable, and end the violation within a reasonable time specified
by Covered Entity. If Business Associate does not cure the breach or end the violation as and within the time specified by Covered
Entity, or if the breach is not curable, Covered Entity may terminate the Agreement; or


 


(b) Termination.
Immediately terminate the Agreement, if Covered Entity reasonably determines that Business Associate (1) has acted with gross
negligence in performing its obligations; (2) has willfully violated or is violating the privacy and security provisions of this
Exhibit or HIPAA; or (3) is unable to provide, if requested, written assurances to Covered Entity of its ability to protect the
confidentiality and security of the PHI. Such termination of the Agreement shall be without prejudice to other legal remedies
available to Covered Entity.


 






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5.
Effect of Termination


 


(a)
Disposition of PHI.  Upon termination of the Agreement and subject to Section 5(b) below, Business Associate shall
promptly return to Covered Entity a copy of all PHI, including derivatives thereof, and shall take all reasonable steps to
promptly destroy all other PHI held by Business Associate by: (i) shredding; (ii) securely erasing, or (iii) otherwise
modifying the information in those records to make it unreadable or undecipherable through any means. This provision shall
apply to PHI in the possession of subcontractors or agents of Business Associate. At Covered Entity’s request, Business
Associate shall certify in writing that it has complied with the requirements of this Section.


 


(b)
Infeasible; Survival. If the return or destruction of PHI is infeasible. Business Associate shall promptly notify Covered
Entity of the conditions that make such return or destruction infeasible. Upon mutual determination by the parties that return
or destruction of PHI is infeasible, the obligations of the Business Associate under this Exhibit shall survive the termination
of this Agreement. Business Associate shall limit the further use or disclosure of all PHI to the purposes that make its return
or destruction infeasible. If Business Associate subsequently wishes to destroy PHI, Business Associate shall notify Covered Entity
in writing about its intent to destroy data at least ten (10) days before such date of destruction, and shall comply with Section
5(a) above. If Covered Entity requests the return of any PHI, Business Associate shall comply as requested.


 


6.
Credit Monitoring. In the event that either party is required by law to notify individuals whose PHI was inappropriately
accessed, used, or disclosed by Business Associate, its employees, subcontractor(s) or its agents, and the PHI contains: (i)
the individual’s first initial or first name, last name, and social security number; (ii) the individual’s first initial or
first name, last name, and driver’s license or state identification card; (iii) the individual’s first initial or first name,
last name, account number, credit or debit card number, in combination with any required security code, access code, or
password that would permit access to an individual’s financial account; and/or (iv) the individual’s first initial or first
name, last name, and PHI, then Business Associate and Covered Entity shall work together to structure a credit monitoring
offering commensurate to the risk posed by the breach and Business Associate shall, in any event, pay the costs of credit
monitoring for one (1) year for such individuals and the costs and fees related to timely notification in accordance with
law.


 


7.
Amendment. The parties agree to promptly modify or amend this Exhibit to permit parties to comply with any new laws,
rules or regulations that might modify the terms and conditions herein.


 


8.
General. The Agreement, including this Exhibit and attachments hereto are intended to be construed in harmony with each
other, but in the event that any provision in this Exhibit conflicts with the provisions of the Agreement, or its other
attachments, the provisions in this Exhibit shall be deemed to control and such conflicting provision or part thereof shall
be deemed removed and replaced with the governing provision herein to the extent necessary to reconcile the conflict, except
that the indemnity and insurance provisions of this Exhibit (if any) and the Agreement are to be read as separate, concurrent
obligations such that Business Associate shall comply with each obligation and one shall not replace the other.


 






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9.
Audits. Upon reasonable notice to Business Associate, Covered Entity shall have the right to inspect and audit Business Associate’s
privacy and security controls relating to Business Associate’s compliance with the terms of the Agreement, this Exhibit and HIPAA.
Business Associate may impose reasonable restrictions upon Covered Entity’s access to Business Associate’s premises information
systems, including but not limited to limiting access only to those information systems which contain Covered Entity’s PHI and
limiting access to ensure Business Associate’s compliance with existing confidentiality obligations to its other customers. Such
audits shall occur no more often than once per year or after any Breach or Security Incident and only upon a good faith belief
by Covered Entity that Business Associate is not in compliance with its obligations under the Agreement, this Exhibit or HIPAA
relating to Covered Entity’s PHI. All audits shall be conducted with the least interruption to Business Associate’s normal business
operations as feasible. Covered Entity shall be responsible for all costs incurred in order to perform the audit.


 


10.
No Third Party Beneficiary. The provisions and covenants set forth in this Exhibit are expressly entered into only by and
between Business Associate and Covered Entity, and are only for their benefit. Neither Business Associate nor Covered Entity intends
to create or establish any third party beneficiary status or right (or the equivalent thereof) in any other third party and no
such third party shall have any right to enforce or enjoy any benefit created or established by the provisions and covenants in
this Exhibit.


 


11.
Indemnity. Subject to Section 19 of the Agreement, Business Associate shall promptly and fully defend, indemnify and hold
harmless Covered Entity. its affiliates and respective officers, directors, agents and employees (“Indemnified Parties”)
against any claim, demand, liability, loss, fine, penalty, assessment, cost, judgment, award or attorney’s fees, related
to (i) the breach of this Exhibit by Business Associate, (ii) the negligent acts or omissions of Business Associate or any employee,
subcontractor, or agent of Business Associate, (iii) any related Breach, Security Incident or any cost of notification or remediation
relating to notifications required by law, (iv) any wrongful termination or any other claim or action against Covered Entity with
respect to the actual or constructive termination by Business Associate of any agent, business associate or personnel employed
or contracted by Business Associate, whether or not providing services under the Agreement and (v) any action to enforce this
Section (collectively, “Claims”). The Claims covered by this Section shall include Claims made or recovered
against the Indemnified Parties and Claims issued in favor of a third party. This Section shall survive the expiration or termination
of this Exhibit.


 




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EXHIBIT
E-1


DRUG
AND HEALTH SCREENING REQUIREMENTS


 


Augmedix
shall ensure that each of its Augmedix employees and contractors providing Services at any Client facility has met the following
requirements before providing the Services. Augmedix will perform all screening required by this Section at Augmedix’s own expense,
and Augmedix shall provide certification of completion of all screening upon request. The requirements are as follows:


 


i.
Drugs Screen. Negative result to a 10 panel drug screen (consistent with testing done on a Client facility’s employee, but no
less than 10 panel; provided, however, that the parties shall mutually agree on any testing required in excess of 10 panel). The
10 panel drug screen shall include screening for: Amphetamines, Barbituates, Benzodizepines, Cannabindoids (Marijuana), Cocaine
Metabolite. Methadone, Oxycodone, Opiates 2000, Phencyclidine and Propoxyphene.


 


ii.
Tuberculosis. A tuberculosis signs and symptoms questionnaire must be completed; and either (A), (B), or (C), as applicable: (A)
Two-step TB skin test (“TST”) for individuals with no history of a positive TST who have not been tested in
the last 12 months; (B) One-step TST for individuals with proof of a negative TST in the last 12 months; or (C) Chest radiograph
for individuals with proof of past positive TST.


 


iii.
Rubella: Documented receipt of one vaccination on or after 1st birthday, serology indicating immunity or documentation
of birth before 1957.


 


iv.
Rubeola: Documented receipt of two vaccinations on or after birthday, or serology indicating immunity.


 


v.
Chicken Pox: History, serology indicating immunity, or proof of vaccination.


 


vi.
Hepatitis B: Vaccines, or titer indicating immunity (positive HbsAb level at any point in time), or statement of refusal (consistent
with testing on Client facility employees).


 


vii.
Proof of flu vaccination within three (3) months prior to the First day of any individual providing Services at any Client facility
and annually thereafter, or written documentation of the individual declining such vaccination because of medical or religious
reasons. Notwithstanding any written documentation provided by an individual, if an individual declines to receive the vaccinations
set forth in this Section (vii), any Client facility where the individual provides Services may. in its sole discretion,
require the individual to wear protective clothing, masks, or take any other actions the Client facility deems necessary while
the individual is providing Services at such Client facility.


 


viii.
All other or different screens required by the applicable facility.



 


ix.
Documentation of completion of all immunizations and vaccinations.


 



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EXHIBIT
E-2


BACKGROUND
SCREENING GRID


 


	Scope / Applicable	Screening Type	General Description
	All Positions	Criminal History	Search of court records to identify past criminal conduct. Shows both misdemeanor and felony convictions.
	OIG/GSA Search	Identifies individuals listed by the government as excluded from participation in Medicare, Medicaid and other federal healthcare. Programs.
	Sex Offender Search	Identifies registered sex offenders (national database search)
	SSN Trace and Validation (or analogous validation in non-US jurisdictions)	Lists names and addresses associated with SSN and confirms validity of the SSN.
	Employment Verification	Verification directly from past employers including dates of employment, position & salary history.
	Reference Interview	Through personal interviews, obtains and reviews information regarding candidate’s capabilities and work history.
	Positions Director Level and Above	Professional License Verification	Verification with Licensing Board or Agency. Shows status, dates, to whom issued and whether adverse action has been taken against license.
	Education Verification	Verification of institution attended, dates of attendance, degrees and/or credential earned, and major area of study.
	Driving Positions	Motor Vehicle Records Examination	Shows motor vehicle driving violations, license suspensions, restrictions and revocations and driving related convictions. Varies by state.
	Vehicle Insurance Verification	Verification of vehicle insurance.
	Data Sensitive Positions (DSP) include:

            

1. Positions with access to credit card information and transactional systems from multiple transactions; 

2. Positions involving Payroll, Human Resources, Finance, Information & Technology, Security, and Compliance.	Civil History	Review of court records by name, county, or jurisdiction to detect law suits, restraining orders, and other civil court activity.
	Federal Civil Search	Search of court records to identify bankruptcies, tax liens and other adverse information.
	Credit History Examination	Identifies if an applicant has any accounts in collections, open loans, inquiries made by third parties, etc., by accessing credit bureau information.
	Federal Criminal History	Search of federal court records to identify past criminal conduct.
	Drug Testing / Health Screening	Tests for presence of some prescription and illegal substances as required by the Client facility where the Services are being provided. Confirm completion of those health screens required by the applicable Client facility.


 










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EXHIBIT F


BACKGROUND SCREENING SCORING GUIDELINES


 


Definitions


 


	 	●	Non-Conviction: Any disposition other than a plea of guilty, no contest or a finding of guilt. Non-Convictions can be one of three categories.





	 	o	Passing: Non-Conviction leading to charge being dismissed, Nolle Prosse, Nolle Prosequi, Expunged, Not Guilty verdict or acquittal of defendant.





	 	o	Failing: Any adjudication withheld/deferred where the charge was not dismissed, expunged, Nolle Prosse or Nolle Prosequi.





	 	o	Provisional: Any active or pending case.





	 	●	Passing Disposition: Any Non-Conviction disposition leading to the case being dismissed. None Prosse, Nolle Prosequi, Expunged, Not Guilty verdict or acquittal of defendant.





	 	●	Failing
    Disposition: Any disposition resulting in a Conviction or Non-Conviction (adjudication differed/withheld) that has not
    led to the case being dismissed or expunged.


 


Pass


Score all candidates as “Pass” for the following conditions:


	 	●	Any Misdemeanor or Felony crime with a Passing Disposition.


 


	 	●	Any misdemeanor (or lower) traffic violations (DUI is not considered a traffic violation).


 


	 	●	Any Misdemeanor with a disposition date older than 7 years, with the exception of any Misdemeanor violent crimes, nonconsensual sexual crimes, and crimes against children with a Failing Disposition.


 


	 	●	For Client facilities located in California:


 


	 	o	Any Misdemeanor Marijuana offense over 2 years old in the state of California.


 


Provisional (such
applicants may be approved for hire upon consultation with Client Human Resources and legal counsel) Score all candidates as
“Provisional” for the following conditions:


 


	 	●	Any Misdemeanor or Felony case that is currently active or pending.





	 	●	Any SSN Trace where SSN was reported used in Death Benefits Claim.





	 	●	Any outstanding warrants.





	 	●	Any Felony with a failing disposition that is greater than 7 years old.





	 	●	Any Misdemeanor crime with a Failing Disposition greater than 2 years*.





	 	●	Any Bankruptcy within the last ten years or tax liens, accounts past due or accounts in collections within the last seven years.





	 	●	Any other finding determined to be significant enough for further review.


 





Fail


Score all candidates as “Fail” for the following conditions:


 


	 	●	Any case with a Failing Disposition for Misdemeanor or Felony violent crimes, nonconsensual sexual crimes, and crimes against children regardless of elapsed time from disposition date.





	 	●	Any other Felony crime with a Failing Disposition within the last 7 years.





	 	●	Any Misdemeanor crime with a Failing Disposition within the last 2 years*.





	 	●	Any Controlled Substance Offense (misdemeanor or felony) with a Failing Disposition within the last 7 years*.


 


Client facilities in California:
Exclude misdemeanor marijuana convictions more than 2 years old.


 


Note: The above guidelines
shall be applied only upon individual review of each screening record and in any event in compliance with all applicable laws and
regulations.


 






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	Storage
    SOP	Effective
    DECEMBER 18, 2015.


 


Augmedix & Dignity Health.





Storage SOP.


 


This document serves as the SOP1 only
in regards to Content (as defined below) and Storage (as defined below) for Dignity Health and its Affiliates (as defined in the
Services Agreement) (all entities herein referred to as “Dignity”) and Augmedix as to services provided under
the Services Agreement dated July 15, 2015 (the “Services Agreement”) and any relevant SOWs entered into under
the Services Agreement between Augmedix and Dignity Health or Dignity Health Medical Foundation (the “SOWs”).


 


For clarity, this document fulfills the requirements
and serves as the master control document for Sections 6(f) and 18(c) of the Services Agreement, and as it relates to data retention
and Storage for Sections 1(a), 2(b)(2) and 2(b)(3) of the SOWs.


 


Previous History


 


When Augmedix first began providing services for Dignity, its
solution operated on a streaming-only basis – audio/video that was transmitted by the wearable device (in this case, Google
Glass) would be sent to its final destination without any caching or storing of the content. The same principle applied to any
content sent by Augmedix to a provider over the Google Glass unit. For the purposes of this SOP, “Content” refers
to the audio/video feed or images transmitted by the Augmedix-supplied device worn by the medical provider (“Google Glass”),
and information sent by a scribe to a medical provider on Google Glass, including Cards (as defined below). For purposes of
this SOP, Content explicitly excludes any metadata created by such transmissions.


 


Current Status in 2015


 


Augmedix uses Storage to improve and enhance the
services it is able to provide customers such as Dignity. “Storage” or “Stored” refers to
the caching/storage of Content in an encrypted format for up to 72 hours; such caching/storage may occur on the Google Glass
device or on a U.S.-based server owned by Augmedix or an appropriate third-party provider, as retained by Augmedix (at the time
of this SOP, such providers are Amazon Web Services and TrueVault).


 


Storage enables the following features, which would otherwise
not be available:


 


		●	WiFi
Continuity. Allows authorized Augmedix personnel (including personnel of authorized third party contractors) to view Content
in non-real time of its creation (for up to 72 hours) in order to fill in documentation
gaps or conduct QA that would otherwise not be possible due to network connectivity issues.


 





 









		1	As defined in Schedule 1, Item 12 of the Services Agreement.



 




     


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	Storage
    SOP	Effective
    DECEMBER 18, 2015.



 


	 	●	Card Persistence. “Cards” are the manner by which scribes communicate with medical providers using Google Glass – text and/or images appear on the heads-up display of Google Glass. There are many instances where Cards need to be loaded and prepared either ahead of a patient visit or viewed by a provider after a patient visit. Card persistence allows these Cards to be Stored such that they can be accessed by a provider or authorized Augmedix personnel in non-real time from the creation of the cards. Cards may not be Stored for more than 72 hours.


 


	 	●	QA and Training. In order to assure excellent documentation for Dignity and scale the Augmedix solution for Dignity in a reliable way, authorized Augmedix personnel may view Content that has been Stored and produce draft workproduct that is Stored in order to facilitate such activities.


 


Data Retention 


 


Content, Cards, and draft workproduct (i.e. the text that is
written by a scribe to be entered into the EHR) is held only for up to 72 hours and may be deleted sooner than 72 hours. After
72 hours, settings are in place to automatically delete any such Content, Cards or draft workproduct that has been Stored.


 


Except as authorized, permitted or otherwise obligated
by the Services Agreement, SOW or Business Associate Agreement, such aforementioned Storage in its limited capacity is the only
data retained by Augmedix. The patient record is ultimately retained by Dignity in the EHR.


 


Limitations; Future Offerings


 


Currently, Augmedix does not have the technical capacity to
send digital copies of Content to Dignity – all Content can only be accessed through the Augmedix Scribe Portal by
authorized Augmedix personnel, and such Content is retained for only up to 72 hours. Both parties understand and acknowledge that,
except as required by law, requests for Content in a manner and form accessible by Dignity are by extraordinary exception outside
the scope of usual business or other understandings.


 


Augmedix understands that Dignity
may want to request and receive copies of Content in certain situations. Once such a capability is reached (a rough estimate suggests
Q4 2016), Augmedix will create a Content access protocol by which such Content can be requested, archived and securely delivered
to appropriate Dignity personnel.


 


Content access protocol is envisioned
to be as follows: in emergency situations, an authorized Dignity representative contacts Augmedix through the appropriate
channel as soon as possible, with the understanding that Content will be erased by the 72 hour mark. If such contact occurs
and Content is still available, Augmedix will take commercially reasonable efforts to set up a system in which requested
Content can be flagged, archived and securely delivered to appropriate Dignity personnel.


 


Disclaimer 


Notwithstanding anything to the contrary in this SOP, if any
party hereunder is obligated by applicable law to preserve the Content or otherwise notifies the other party of such obligation,
the parties shall cooperate to ensure the preservation of the Content for as long as necessary as required by applicable law.


 


REVIEWED AND APPROVED BY LEGAL COUNSEL OF BOTH AUGMEDIX
AND DIGNITY AS OF DECEMBER 18, 2015.


 




     


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EXHIBIT A 


 


STATEMENT OF
WORK (SOW)


AUGMEDIX EXPANSION PROJECT


 


This Statement of Work (“SOW”),
entered into by and between Dignity Health Medical Foundation (a Dignity Health Affiliate) and Augmedix, Inc. (jointly “Parties”),
is effective as of July 15, 2015 (the “SOW Effective Date”) and is a supplement to the Services Agreement dated
July 15, 2015 (the “Agreement”) by and between Dignity Health with a place of business at 185 Berry Street,
Suite 300, San Francisco, California 94107 (“Client”), and Augmedix, Inc., a Delaware corporation with its
principal offices at 1161 Mission St, Suite 210, San Francisco, CA 94103 (“Augmedix”), and is hereby made a
part of the Agreement. To the extent this SOW is inconsistent with the terms of the Agreement, the terms of the Agreement will
prevail. All capitalized terms used in this SOW and not defined herein shall have the meaning assigned to such terms in the Agreement.
Notwithstanding any prior agreements, the Parties hereby agree that as of the SOW Effective Date, the Services Agreement dated
November 7, 2013 between the Parties, including all amendments and statements of work thereunder, are deemed terminated and superseded
by the Agreement (described above) between Dignity Health and Augmedix. This SOW replaces all prior SOWs by and between the Parties
with an effective date prior to July 15, 2015.


 


Client’s Business Sponsor (name of executive): Robert Folden,
Executive Director, DHMF North State


 


Primary Client Contact: [*], Director of Clinic Operations


 


1. Overview and Definitions


 


		a.	Augmedix Solution Overview



 


With the introduction of Electronic Health Record
(“EHR”) systems, licensed physicians (“Provider(s)”) are increasingly required to interact with
technology during a patient session. Providers often spend hours completing documentation in their patients’ charts. Depending
upon the Provider’s practice style, this might get accomplished during office hours, in between patient sessions, or after hours.


 


Augmedix shall ensure that the
Augmedix Solution will enable: (a) Scribes to readily perform Scribing activities in accordance with Dignity Health’s Policy, this
SOW and the applicable SOP, and (b) Providers wearing the Augmedix Google Glass to readily and securely communicate electronically
live audio, video and/or data during a patient session/encounter with a Scribe.


 


Augmedix shall utilize the Google
Glass platform as a means to pass-through audio, video, and data to and from remote Scribes located at a Designated Augmedix Facility
(as defined below) or on-site at the Client facility, as applicable. Scribes will complete much of the documentation that Providers
do themselves today, in real-time, during a patient session and will input that data directly into the applicable Client EHR.


 


		b.	Project Overview



 


This project is a collaborative
effort between Augmedix and Client, to undertake deployment of the Augmedix Solution at authorized Client Facilities, with direct
participation of certain designated Providers of Client.


 


Client Facilities utilize EHRs which can be common between facilities
or unique to a specific facility.


 


When performing the Services,
Scribes will always be located at the Designated Augmedix Facility or on-site at the Client facility and will be scribing directly
into the respective EHR.


 


Scribes will work with Client’s
on-site staff to incorporate patient education into the registration process, as well as to capture post-appointment feedback with
respect to patient satisfaction and comfort with the interaction between patient and Provider during a patient session.


 




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During each phase described
below, Augmedix’s team will conduct interviews with the participating Providers to measure their satisfaction, interaction
and capture efficiencies gained by introducing the Augmedix Solution.


 


2. Services and Deliverables


 


		a.	Commencing on the Effective Date of this SOW, Augmedix
shall perform the following services and provide the following Services and Deliverables to Client:



 


		(I)	Implementation. Augmedix shall perform implementation
Services in accordance with Section 2(c) below.



 


		(2)	Scribing.
Scribing is to be performed by Augmedix Scribes. Augmedix shall facilitate coordination of Scribing integration into the EHR, in pending
status, awaiting the Provider’s review, finalization, and approval.





 


		(3)	Formatting.
Augmedix shall transfer Scribing results into the format requested by Client.


 


		b.	Certain Requirements



 


		(1)	Augmedix shall provide the necessary Augmedix Google
Glass Devices and Embedded Software for the Authorized Users.



 


	 	(2)	Any and all Client Hardware (including servers) used to implement and operate the Augmedix Solution will remain on Facility premises at all times. Audio, video, and data content will be generated and used only in real time during a patient session using the Augmedix Google Glass Device which will be encrypted both at rest and during the session, and, in any event, at all times in accordance with the RSAM documents and the SOP, which when finalized or updated by the parties are deemed incorporated herein by reference. For purposes of this SOW, “real time” means streaming without caching, storage or retention of the content, except for caching in encrypted form on the Augmedix Google Glass Device as permitted by this Agreement when the wife connection to the Designated Augmedix Facility is unavailable and other caching and storage specifically permitted under the SOP.


 


	 	(3)	The SOP will comply with all of the requirements of the Agreement, this SOW and Client’s Scribe Policy. Any content in the SOP that conflicts with a requirement in any of the foregoing shall only be valid when approved in writing by Augmedix and Client’s Business Sponsor, legal counsel and if it pertains to a privacy matter, its Facility Privacy Official.


 


	 	(4)	Augmedix will ensure that all Scribes complete all training on relevant Dignity Health policies and software applications, as requested by Dignity Health, and comply with all Dignity Health policies applicable to the Services, including without limitation, Dignity Health’s scribe policy, which is attached to this SOW as Attachment I (Dignity Health Scribe Policy), which poll.cy may be updated from time to time by Dignity Health.


 


c. Certain Augmedix Responsibilities


 


		(1)	Augmedix shall install and configure the Software onto
the Hardware under the supervision and with the support of the appropriate Client-designated personnel. As part of the implementation
Services, Augmedix shall complete collection of physician and site preferences. technical site evaluation, IT infrastructure setup,
and deployment of on-site Augmedix Scribe trainers and Augmedix Scribes as needed, and onboarding of Authorized Users and Augmedix
personnel (including Scribes). Augmedix shall perform all other services necessary to implement the Software, Hardware, and Services
so that they can be used in full production.



 


		(2)	Augmedix shall notify Client when the implementation
Services described above are complete. Client will have the right to test the Software, Hardware and Services as implemented.
Augmedix shall promptly correct any errors or deficiencies. The Software, Hardware, and Services will not be deemed accepted unless
and until Client notifies Augmedix of its acceptance, provided however that for acceptance after the first implementation
with respect to each Facility EHR or new version thereof, the Software, Hardware and Services for each implementation will be deemed
accepted if Client does not reject them after five (5) business days of production use following notification by Augmedix that
such implementation Services are complete. Go-live date for each Authorized User will occur upon first productive use by that Authorized
User following notice from Augmedix that all implementation services are complete for that Authorized User, unless disputed by
Client within five (5) business days after such notice.



 




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	 	(3)	Augmedix shall provide the Augmedix Google Glass and all technical support for it.


 


	 	(4)	Augmedix shall ensure that the Augmedix Designated Facility meets the requirements of the relevant security document (i.e. RSAM for Augmedix Designated Facilities located in the United States and the Offshore Diligence Document for Augmedix Designated Facilities located overseas) at all times.


 


	 	(5)	Augmedix shall ensure that all data and content (including audio and video content) generated or collected by the Augmedix Google Glass Devices will at all times be encrypted and streamed in encrypted form through the Facility Wi-Fi network and to the Designated Augmedix Facility via the internet.


 


	 	(6)	Augmedix shall ensure that EHR entries created by Scribes will at all times be transmitted in encrypted form from the Augmedix Designated Facility to the Facility EHR.


 


	 	(7)	All hardware used by the Scribes will remain at all times within the premises of the Augmedix Designated Facility. Augmedix and Scribes will not remove any hardware from the Augmedix Designated Facility premises.


 


	 	(8)	Augmedix shall provide appropriately configured Augmedix Google Glass devices, loaded with Software. Augmedix shall replace this hardware as needed and to offset normal hardware wear and tear. If Client so chooses to utilize prescription lenses for a particular Authorized User, Augmedix shall supply the appropriate frames for the Authorized User or the Client to pay for. The Authorized User or the Client must then oversee the custom creation of lenses and installation. Augmedix shall make best efforts to assist with these lens installation logistics. Augmedix shall also provide appropriate numbers of external batteries and USB cables.


 


	 	(9)	
        Augmedix shall be responsible for ensuring the
        availability and functionality of sufficient Augmedix Google Glass Devices and other Hardware to provide the Services under
        this Statement of Work. The Augmedix Google Glass Devices and other Hardware provided for the purpose of the Agreement are
        owned by Augmedix and will be provided and supported entirely by Augmedix.



 


	 	(10)	Augmedix shall work together with Client to develop appropriate patient education materials and associated training.


 


	 	(11)	Augmedix shall provide Standard Operating Procedure (SOP) to configure Google Glass to the Augmedix specification utilizing Client Network.


 


	 	(12)	Augmedix shall provide invoices to Client in a timely matter. Augmedix shall also respond to billing inquiries promptly and thoroughly.


 


	 	(13)	Augmedix shall ensure each Scribe is properly trained on Client’s EHR and Client’s data entry standards and policies associated with such data entry and EHR access.


 


	 	(14)	Augmedix shall obtain the name and contact information of the office manager and/or clinic director for each physician for which Services are performed and shall include that information in each invoice.


 


d. Client Responsibilities


 


		(1)	schedule, subject to Augmedix’s and each Scribe’s compliance with all applicable policies and
                                                                                  Client will provide the remote login capabilities for the Scribe to access the EHR and the patient procedures of Client. Client shall also provide the
necessary wife infrastructure and bandwidth to access the internet from Client facilities, as agreed by the parties in writing.



 







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	 	(2)	Client-designated personnel will provide Standard Operating Procedure (SOP) on Accessing CUR Remotely.


 


	 	(3)	Client-designated personnel will assist Augmedix in installing and configuring the Software onto the Augmedix’s hardware.


 


	 	(4)	Client will work together with Augmedix to develop patient education materials.


 


	 	(5)	Client will provide training to Augmedix personnel pertaining to the use of EHR software.


 


	 	(6)	Client will arrange for appropriate access and related credentials for Scribes and Scribe trainers to access the EHR and related software.


 


	 	(7)	(Intentionally omitted)


 


	 	(8)	Client will designate one or more person(s) at each Client Facility for administrative duties in SOP. Administrative Duties include:


 


		●	Nightly
collection of devices (Glass units, battery packs, etc.) for charging and secure storage.


 


		●	Daily
distribution of devices for utilization.


 


		●	Handover
of Google Glass units to visiting Augmedix personnel for the purposes of software upgrades, audits, or research.


 


		●	Participation
on Augmedix or Client initiated audits for the purposes of security or asset verification


 


		●	Point
of Contact for Incident Reporting and Client/Augmedix issue resolution.


 


		(9)	Client will be responsible for providing patient education
in accordance with applicable laws and regulations. Without limiting the foregoing, Client will make available to patients the
education materials, including FAQs, provided by Augmedix and approved in writing by Client. The parties agree to cooperate in
timely and jointly reviewing such materials. Client will designate one or more persons at each authorized facility in SOP to administer
patient education process for all patients to be seen by an Authorized User. In the event that a patient wishes for the Augmedix
Solution to be partially or completely disabled / removed, the Client is responsible for adhering to stated patient preferences. Augmedix shall
provide training and support to assist Client with these circumstances.






 


	 	(10)	Client will designate one or more persons at each authorized facility in SOP to provide Augmedix with long-term and short-term schedules for Authorized Users listed in the SOP.


 


	 	(11)	Client will provide full EHR audit-trail access to Augmedix. This permits Augmedix to see the precise character-by-character changes made to the EHR (by providers, scribes, other staff, or other systems), with time-stamps and user logs. This access should permit visibility into all EHR documentation associated with the providers listed in the SOP, but subject, however, to the role-based access provided by Client.


 


	 	(12)	Client is responsible for securing and safeguarding Augmedix-provided Augmedix Google Glass Devices, batteries, and related accessories. If these Google Glass units or related accessories are lost or damaged through usage beyond mere day-to-day use and such loss or damage amounts to negligence by Client, the replacement costs will be billed to the Client.


 


	 	(13)	Either party may require Authorized Users to wear Augmedix Google Glass Devices while seeing patients for as much as two weeks prior to scheduled initiation of service for that particular Authorized User. This requirement will be upon the request of either party, as reasonably necessary, in an effort to efficiently train Scribes. Each party will ensure that its personnel will comply with these requirements.





 




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e. Software


 


		(1)	License. Subject to the terms and conditions
of this Agreement, Augmedix hereby grants Client and its affiliates, and Client hereby accepts on behalf of itself and its affiliates,
a non-exclusive, nontransferable license for Client and its Authorized Users to use the Augmedix Solution and Documentation for
the term of this SOW. For the avoidance of doubt, the Software may be used on a concurrent user basis. In addition, Client may
retain a copy of all Documentation for its records in perpetuity.



 


	 	(2)	Restrictions. Without the prior written consent of Augmedix, Client and its affiliates agree not to (nor assist or encourage third parties to): (a) sell, rent, lease, lend, license, sublicense, distribute or otherwise transfer the Software or Documentation to any third party; (b) decompile, disassemble or reverse engineer the Software, in whole or in part; (c) write or develop any derivative software or any other software program based upon the Software, the Documentation or any Augmedix Confidential Information; (d) use the Software to provide processing or other services to third parties, or otherwise use the Software on a “service bureau” basis; or (e) provide, disclose, divulge or make available to, or permit use of the Software or Documentation by any third party without Augmedix’s prior written consent. The Software contains Embedded Software and Client will comply with any applicable license terms and conditions as set forth in Section 2(e)(1) of this SOW.


 


	 	(3)	Embedded Software Terms and Conditions.


 


		●	Prior
to commencement of the Project, Augmedix shall notify Client in writing of all Embedded Software and provide for Client’s review
their associated terms and conditions (“Embedded Software Licenses”). As Client proceeds with expansion, Client
agrees to comply with all such Embedded Software Licenses that are reasonably acceptable to it, which are required to use the
Software licensed by Augmedix hereunder.


 


		●	In
addition to the terms and conditions of the Embedded Software Licenses, Client acknowledges the following:


 


		■	EMBEDDED
SOFTWARE IS PROVIDED “AS 1S” AND ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE SUPPLIER OF ANY EMBEDDED SOFTWARE
OR ITS AUTHOR OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING,
BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER
CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING
IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.


 


		■	Augmedix
relies on Embedded Software for proper operation of the Software. Augmedix hereby assigns all assignable warranties and services
provided by Embedded Software licensors to Client, if any.


 


		■	If
a problem with any Embedded Software affects the performance of the Software in accordance with Documentation, Augmedix shall
use commercially reasonable efforts to work with the Embedded Software licensor to resolve the problem.


 


		■	Augmedix
warrants that it has obtained all necessary rights for third party software required to operate the Augmedix Solution.


 


		■	Client further
                                                                                                                                                                     agrees to accept the applicable Google Terms of Use prior to its use of the Augmedix Google Glass Device. Furthermore, Client
                                                                                                                                                                     acknowledges that, to the extent permitted by applicable laws, Google shall have no liability for any damages, whether direct, indirect, incidental
or consequential, arising from the use of the Google Glass Device, and all warranties with respect to the Google Glass Device,
including without limitation, warranties for merchantability, fitness for a particular purpose, and non-infringement are hereby
disclaimed.


 




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3. Term and Schedule of Work Milestones


 


		a.	Term.
This SOW shall begin on its Effective Data and continue until terminated as provided in the Agreement. Such term shall be
referred to as the “Term” of the SOW.


 


		b.	Milestones:


 


		i.	Services and Deliverables are fully implemented and
Scribes are ready to begin full performance under this SOW.



		ii.	Acceptance of the Services and Deliverables by each
applicable physician and the office manager for each such physician.



		iii.	Payment for each physician does not begin until acceptance
as described above and go-live have occurred.



 


4. Fees; Schedule; Invoicing


 


		a.	Fees.



 


		i.	Fees
                                         will be charged and assessed for Authorized User beginning on the go-live date, but not
                                         before such date unless otherwise agreed by the parties.


 


		ii.	Augmedix
                                         and Client shall by mutual agreement classify Authorized Users into the following billing
                                         categories, based on the expected number of service hours used:


 


	Billing
    Category	 	Monthly
    Charge*
	[*]	 	[*]
	[*]	 	[*]
	[*]	 	[*]
	[*]	 	[*]
	[*]	 	[*]
	[*]	 	[*]


 


		*	Augmedix shall
                                         bill the Client for each Authorized User at the applicable rate set forth above.



 


		*	If Client has
Authorized Users using over 140 service hours per month, such extra service hours shall be billed to Client at a rate of [*] per
service hour used over the 140 hour allocation.



 


		*	These fees may not be changed in the event Augmedix is
unable to use Scribes outside the jurisdiction of the United States of America as a result of Security Incident.



 


	 	iii.	At
90 days after the initial classification of Authorized Users into billing categories. and every 90 days thereafter, Augmedix reserves
the right to re-classify an Authorized User into a different billing category if such Authorized User uses, on average, more than
the upper limit or less than the lower limit of service hours based on his/her last billing category classification for each such
90 day period. By way of example, an Authorized User who was classified as “Up to 110 service hours per month” before
the go-live date but on average has used 120 Service hours per month in the 90 days since the go-live date can be re-classified
by Augmedix to the “Up to 140 service hours per month” billing category and will incur a monthly charge of [*]
for the next 90 day period (and 90 day periods thereafter, assuming a similar 120 service hour per month usage).


 




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	 	iv.	Fees and charges paid by Client under this SOW are non-refundable. All payments will be made in US dollars.


 


	 	v.	Augmedix
reserves the right to raise the fees incurred under this SOW by up to [*] upon the yearly anniversary of the Effective Date and
every yearly anniversary thereafter.


 


		b.	Scheduling



 


Prior to initiation for each new Authorized User
and each month thereafter, Client shall provide a generic daily schedule for each Authorized User for each day of the following
month (“Daily Schedule”).


 


14
day written notice is required for schedule changes. If less than 14 day written notice is received, Augmedix will make good faith
efforts to accommodate such requests but does guarantee availability of such service.


 


		c.	Invoicing



 


All
amounts due will be invoiced monthly in arrears in accordance with the Agreement and the terms of this SOW. In the event that
service for a particular Authorized User is canceled, any remaining balance will be reimbursed to Client or credited towards payment
for another Authorized User.


 


5. Other Miscellaneous Terms and Conditions


 


	 	a.	Sales and Use Tax. The parties acknowledge that, as of the Effective Date of this SOW, no law, rule or regulation requires any sales or use taxes to be due or payable as they relate to the Service and Deliverables under this SOW. Therefore no such tax shall be due or included in invoices.


 


	 	b.	Tax Withholding Requirements. In accordance with Section 4(c) of the Agreement, payments for services under this SOW may be subject to state tax withholding requirements. If the services under this SOW include services performed or payable in California, Augmedix warrants and represents that it has completed, signed and submitted to Client one of the following: (Check applicable box below)


 


		☐	California
Franchise Tax Board Form 587 (Nonresident Withholding Allocation Worksheet)



 

		☐	California Franchise Tax Board Form 590 (Withholding
Exemption Certificate)



 


		d.	Background
                                         Screening Requirements. As required by Section 11(d) of the Agreement, Augmedix represents
                                         and warrants that: (Check applicable box below):



 


		☐	Augmedix has successfully completed a criminal
background check for each of its personnel and subcontractors providing services under this SOW and
has provided Client with documentation of such, in accordance with Exhibit E.



 


		e.	Insurance Compliance. Augmedix has provided Client
with proof of insurance as required under Exhibit of the Agreement.



 


(Check applicable box below):


		☐	Yes






		☐	No (if no, explain why not):



 





 



 





 



 


		f.	Deliveries. Unless specified otherwise by Client,
all tangible deliveries, including reports shall be delivered only to the Client’s Business Sponsor or designee at Client’s address
shown above.






 




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IN WITNESS
WHEREOF, the parties hereto have caused this Statement of Work to be executed by their respective authorized representatives.


 


	Accepted and Approved by:	 	Accepted and Approved by:
	 	 	 
	Dignity Health Medical Foundation	 	Augmedix, Inc.
	 	 	 
	/s/ Robust Folden	 	/s/ Ian Shakil
	Signature	 	Signature
	 	 	 
	Robust Folden	 	Ian Shakil
	Print Name	 	Print Name
	 	 	 
	Executive Director	 	CEO & Co-Founder
	Title	 	Title
	 	 	 
	6/14/16	 	7/3/2016
	Date	 	Date


 




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ATTACHMENT 1


 


TO EXHIBIT A 


 


DIGNITY HEALTH SCRIBE POLICY


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




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AMENDMENT TO THE STATEMENT
OF WORK


BY AND BETWEEN


DIGNITY HEALTH MEDICAL FOUNDATION AND
AUGMEDIX, INC.


 


This Amendment,
made this July 21, 2017 (“Effective Date”), hereby amends the Statement of Work dated July 15, 2016 (“DHMF
SOW”) by and between Dignity Health Medical Foundation (“DHMF” or “Client”), a
California non-profit, public benefit corporation, for itself and its affiliate facilities, and Augmedix, Inc., a
Delaware corporation, (“Augmedix”).


 


In consideration
of the mutual benefits and promises between the parties, the sufficiency of which each party hereby acknowledges, the DHMF SOW
is hereby amended as follows:


 


1. Services Agreement
Date.


 


The opening
paragraph of the DHMF SOW makes reference to a Services Agreement by and between Dignity Health and Augmedix (“Agreement”)
but: with an incorrect date of July 15, 2015. The correct date of the Agreement is September 1, 2015 and the erroneous date
in the SOW is hereby amended to state the correct date of September 1, 2015. DHMF acknowledges that it is an affiliate of Dignity
Health and the parties hereby confirm that the DHMF SOW is subject to the terms and conditions of said Agreement.


 


2. Effective Date of DHMF SOW.
The DHMF SOW was fully executed on July 3, 2016 as shown by the date below the last signature on the SOW, and hence, the DHMF
SOW is hereby amended to state its correct effective date which is July 3, 2016.


 


3. Client Business Sponsor. The Client Business
Sponsor for the DHMF SOW shall be: Dr. Davin Lundquist, Vice President-Chief Medical Information Officer, Dignity Health Medical
Foundation.


 


4. Section 4.a.ii, Fees. Section 4.a.ii of
the DHMF SOW is hereby deleted and replaced with the following provision, as follows:


 


ii. Order Form. Client may designate any number of Authorized Users, provided that the applicable Client’s facility site
lead completes, and Client signs and submits to Augmedix for countersignature, an Order Form in the format of the template attached
hereto as Attachment A, which is incorporated herein by reference. Such Client facility site shall be responsible for the
fees and charges billed by Augmedix according to the applicable Authorized User’s billing category and service hours of actual
usage of each designated Authorized User under such Order Form. The Order Form shall state the estimated number of service hours
used per month by each Authorized User. The billing rates per Authorized User shall be in accordance with the Pricing rates in
Exhibit B of the Agreement.


 


5. Scheduling and Removal of Authorized
Users. Section 4.b of the DHMF SOW is hereby deleted and replaced with the following provisions:


 


i.
Daily Schedule. Prior to initiation of each new Authorized User and each month thereafter, Client shall provide Augmedix
with online access to a generic daily schedule for each Authorized User for each day of the following month (the “Daily
Schedule”).


 


Fourteen (14) days or more written
notice is required for material schedule changes by Client. If less than 14-day written notice is received, Augmedix will make
good faith efforts to accommodate such requests but does not guarantee availability of such service.


 




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ii.
Vacations/Leave of Absence. Client shall continue to pay an Authorized User’s monthly fee in the event of a vacation
and/or leave of absence of two (2) consecutive weeks or less. In the event Client desires to suspend Services for an Authorized
User for more than two (2) consecutive weeks but less than (8) consecutive weeks, and provided that Client provides at least two
(2) weeks’ notice of any such vacation and/or leave of absence, Augmedix will continue to hold the Scribe assigned to such
Authorized User during his/her absence. Augmedix shall make reasonable efforts to re-assign the Scribe to another Authorized User
within DHMF or other Dignity Health Client, and if despite reasonable efforts, no Authorized User is found within Augmedix will
not release the assigned Scribe so long as Client continues to pay a minimum monthly fee of [*], prorated for the applicable absence
period (“Suspension Fee”). In the event Client desires to suspend Services for an Authorized User for a period of
more than eight (8) consecutive calendar weeks or elects not to or fails to pay the Suspension Fee, Augmedix reserves the right
to reallocate the Scribe assigned to such Authorized User, and upon resuming the Services, Client shall pay such Authorized Users’
monthly fee during the training and implementation of a new Scribe (for clarity, Client does not pay Authorized Users’ monthly
fee during the initial implementation of a Scribe),


 


iii.
Authorized User Swap, At any time after an Authorized. User’s acceptance/go-live date, Client may swap one Authorized
User for another upon thirty (30) days’ prior written notice to Augmedix, provided, however, that Client pays (a) the applicable
fees for the Services performed through the effective date of termination, and (b) a swap fee of [*].


 


iv.
Removal of Authorized Users. At any time after an Authorized User’s acceptance/go-live date, Client may remove such Authorized
User from the Services upon ninety (90) days’ prior written notice to Augmedix, provided, however, that Client continues to pay
the applicable fees for the Services performed through the effective date of termination. Notwithstanding the foregoing, if Client
desires to remove an. Authorized User due to termination of the relationship between Client and such Authorized User, Client may
remove such Authorized User from the Services upon thirty (30) days’ prior written notice, provided that Client notifies Augmedix
of the termination and Client pays the applicable fees for Services performed through the effective date of termination.


 


6. Generic DHMF SOW. As of the
Effective Date of this Amendment, the DHMF SOW, as hereby amended, shall apply to all DHMF affiliates and DHMF Authorized Users
that participate and avail of the Services and Deliverables under the referenced Service Agreement and each shall execute the
required Order Form to avail of Augmedix’s Services.


 


7. General. This
Amendment is hereby incorporated into the DHMF SOW by reference. Except as expressly amended herein, all other terms of the
DHMF SOW are hereby confirmed and remain in full force and effect. To the extent that there is any conflict between the terms
of this Amendment and those of the Agreement or the DHMF SOW, the terms of this Amendment shall control. This Amendment may
be executed in several counterparts, all of which taken together shall constitute one single agreement between the parties
and any full and complete copy thereof shall constitute an original. When signed in pen ink, such documents may be delivered
by facsimile transmission or by scanned email attachment, and said copies shall be treated in all respects as original.


 


(Signature page follows.)


 




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AGREED AND ACCEPTED


 


	DIGNITY HEALTH MEDICAL FOUNDATION	 	AUGMEDIX, INC.
	 	 	 
	By	/s/ Michael Stern	 	By	/s/ Ian Shakil 
	Name 	Michael Stern	 	Name 	Ian Shakil
	Title	Director, IT Contracting	 	Title	CEO
	Date	7/26/17	 	Date	7-20-2017


 




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Attachment A


 


ORDER
FORM


 


This
Order Form, effective as of the date of the last signature below, is made pursuant to the Statement of Work, including amendments
thereto, by and between Dignity Health Medical Foundation (“DHMF” or “Client”) and
Augmedix, Inc. for the benefit of Client’s service facility site below. Capitalized terms used but not otherwise
defined herein shall have the same meaning as in the DHMF SOW.


 


Client’s
Service Facility: _______________________________________________________________


 


Service
Address: ___________________________________________________________________


 


Client’s
Facility Site Lead: ______________________________________________________


 


	Phone: _______________________________	 	Email: _____________________________________


 


 


	Name
    of Clinician/Authorized Users	 	Projected
    Billing Category*	 	Estimated
    Monthly Charge**
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


		*	See
                                         Exhibit B, Pricing exhibit, of Services Agreement dated September 1, 2015 for Billing:
                                         Categories.



 


		**	implementation
                                         and training included.



 


Send
this Order Form and related correspondence to:


[*] Enterprise Account Manager


[*]


[*]


 





	DIGNITY HEALTH MEDICAL FOUNDATION	 	AUGMEDIX, INC.
	 	 	 
	By	 	 	By	 
	 	 	 	 	 
	Print Name	 	 	Print Name	 
	 	 	 	 	 
	Title	 	 	Title	 
	 	 	 	 	 
	Date	 	 	Date	 


 




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SECOND AMENDMENT TO THE STATEMENT OF WORK


BY AND BETWEEN


DIGNITY HEALTH MEDICAL FOUNDATION AND AUGMEDIX, INC.


 


This Second Amendment,
made this August 1, 2018 (“Effective Date”), hereby amends the Statement of Work dated July 3, 2016, as amended
(“DHMF SOW”), entered into pursuant to the Services Agreement dated September 1, 2015 (“Agreement”),
by and between Dignity Health Medical Foundation (“DHMF” or “Client”), a California
non-profit, public benefit corporation, for itself and its affiliate facilities, and Augmedix, Inc., a Delaware corporation,
(“Augmedix”).


 


In consideration of
the mutual benefits and promises between the parties, the sufficiency of which each party hereby acknowledges, the DHMF SOW is
hereby amended as follows:


 


1. Invoicing. Section 4.c of the DHMF SOW is
hereby deleted in its entirety and replaced with the following provisions.


 


		i.	Subject to subsection ii immediately below, the billing
period for Authorized Users shall be July 1 of each year through June 30 of the following year, and pro-rated for first time Authorized
Users for part of a year.



 


		ii.	Notwithstanding
                                         the foregoing or anything to the contrary in the Master Agreement or the SOW, if (a)
                                         the aggregate annual fees payable under the Master Agreement exceeds or is likely to
                                         exceed [*] but is less than [*] Augmedix shall invoice the total amount under the SOW
                                         as divided into [*], the [*] and the [*]; or (b) the aggregate annual fees payable under
                                         the Master Agreement exceeds or is likely to exceed [*], Augmedix shall invoice the total
                                         amount under the SOW as divided into [*], each invoiced on [*]. To the extent that billing
                                         category or billing periods change result in an overpayment or underpayment of Fees for
                                         the applicable invoice period, the parties will reconcile any credits owed to, or additional
                                         amounts owed by, Client against any prepaid amounts on a quarterly basis.



 


		iii.	In the event that Service for a particular Authorized
User is cancelled in accordance with section 4.b.iv of the SOW, any remaining prepayment balance will be credited towards payment
for another Authorized User or refunded to Client within ninety (90) days of the effective date of termination. Upon termination
of the Agreement, Augmedix will promptly refund Client any prepaid Fees for Services not rendered.”



 


2. Scribes. The following sentence shall be added
at the end of Section 2.c.(13) as follows:


 


“Upon mutual agreement of DHMF and
Augmedix on an Authorized User-by-Authorized User basis, the supporting Scribe shall, upon the express request or direction of
the Authorized User, promptly propose an order in the EHR for the Authorized User physician’s review and, if appropriate,
his or her signature.”


 


3. Section 4.a.ii Fees, Restored. A previous
Amendment dated July 21, 2017 (“First Amendment”) inadvertently deleted Section 4.a.ii under the section on
Fees of the DHMF SOW. The deletion was unintended and Section 4.a.ii, as originally stated in DHMF SOW, is hereby restored in
full. The “Order Form” provision that was numbered Section 4.a.ii in the First Amendment is hereby renumbered
as Section 4.a.vi of DHMF SOW.


 




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4. General. This Second
Amendment is hereby incorporated into the DHMF SOW by reference. Except as expressly amended herein, all other terms of the
DHMF SOW are hereby confirmed and remain in full force and effect. To the extent that there is any conflict between the terms
of this Second Amendment and those of the Agreement or the DHMF SOW, the terms of this Second Amendment shall control. This
Second Amendment may be executed in several counterparts, all of which taken together shall constitute one single agreement
between the parties and any full and complete copy thereof shall constitute an original. When signed in pen ink, such
documents may be delivered by facsimile transmission or by scanned email attachment, and said copies shall be treated in all
respects as original.


 


AGREED AND ACCEPTED


 





	DIGNITY HEALTH MEDICAL FOUNDATION	 	AUGMEDIX, INC.
	 	 	 
	By	/s/ Michael Stern	 	By	/s/ Ian Shakil 
	Name	Michael Stern	 	Name	Ian Shakil
	Title	Director, SSRM Contracting	 	Title	CEO
	Date	Aug 3, 2018	 	Date	Aug 3, 2018


 




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AMENDED AND RESTATED STATEMENT OF WORK (SOW)


 


This Amended and Rested Statement of Work
(“SOW”), effective as of the date of the last signature below (the “SOW Effective Date”),
is made pursuant to the Services Agreement dated September 1, 2015 (the “Agreement”) by and between Dignity
Health with principal place of business at 185 Berry Street, Suite 300, San Francisco, California 94107 (“Client”),
and Augmedix, Inc., a Delaware corporation with its principal offices at 1161 Mission St, Suite 210, San Francisco, CA 94103
(“Augmedix”), and hereby replaces, restates and amends the SOW dated July 15, 2015 between the parties (“DH-SOW-1”).
As of this SOW’s Effective Date, DH-SOW-1 is hereby deemed terminated. This SOW is subject to the terms of the Agreement
and to the extent this SOW is inconsistent with the terms of the Agreement, the terms of the Agreement will prevail. All capitalized
terms used in this SOW and not defined herein shall have the meaning assigned to such terms in the Agreement.


 


	Client’s Business Sponsor (name of executive):	[*] – Mercy Hospital Bakersfield
	 	 
	Primary Client Contact:	[*] – Mercy Hospital Bakersfield



 


1. Overview and Definitions


 


		a.	Augmedix Solution Overview



 


With the introduction of Electronic Health
Record (“EHR”) systems, licensed physicians (“Provider(s)”) are increasingly required to
interact with technology during a patient session. Providers often spend hours completing documentation in their patients’
charts. Depending upon the Provider’s practice style, this might get accomplished during office hours, in between patient sessions,
or after hours.


 


Augmedix shall ensure that the Augmedix
Solution will enable: (a) Scribes to readily perform Scribing activities in accordance with Dignity Health’s Policy, this
SOW and the applicable SOP, and (b) Providers wearing the Augmedix Google Glass to readily and securely communicate electronically
live audio, video and/or data during a patient session/encounter with a Scribe.


 


Augmedix shall utilize the Google Glass
platform as a means to pass-through audio, video, and data to and from remote Scribes located at a Designated Augmedix Facility
(as defined below) or on-site at the Client facility, as applicable. Scribes will complete much of the documentation that Providers
do themselves today, in real-time, during a patient session and will input that data directly into the applicable Client EHR.


 


		b.	Project Overview



 


This project is a collaborative effort
between Augmedix and Client, to undertake deployment of the Augmedix Solution at authorized Client Facilities, with direct participation
of certain designated Providers of Client.


 


Client Facilities utilize EHRs which can be common between facilities
or unique to a specific facility.


 


When performing the Services, Scribes will
always be located at the Designated Augmedix Facility or on-site at the Client facility and will be scribing directly into the
respective EHR.


 


Scribes will work with Client’s on-site
staff to incorporate patient education into the registration process, as well as to capture post-appointment feedback with respect
to patient satisfaction and comfort with the interaction between patient and Provider during a patient session.


 


During each phase described below, Augmedix’s
team will conduct interviews with the participating Providers to measure their satisfaction, interaction and capture efficiencies
gained by introducing the Augmedix Solution.


 




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2. Services and Deliverables


 


		a.	Commencing on the Effective Date of this SOW, Augmedix
shall perform the following services and provide the following Services and Deliverables to Client:



 


		(1)	Implementation.
Augmedix shall perform implementation Services in accordance with Section 2(c) below.


 


	 	(2)	Scribing. Scribing is to be performed by Augmedix Scribes. Augmedix shall facilitate coordination of Scribing integration into the EHR, in pending status, awaiting the Provider’s review, finalization, and approval.


 


	 	(3)	Formatting. Augmedix shall transfer Scribing results into the format requested by Client.


 


		b.	Certain Requirements



 


	 	(1)	Augmedix
    shall provide one Augmedix Google Glass Device Kit or SmartPhone Kit (a Kit includes a primary and back-up device) per
    Authorized User and the Embedded Software for the Authorized Users. In the event an Authorized User deploys the Augmedix
    Solution at multiple locations, Client shall pay a per-location monthly fee of [*] per Augmedix Google Glass Device Kit or
    [*] per SmartPhone Kit for any additional devices necessary to Service such additional locations.


 


	 	(2)	Any and all Client Hardware (including servers) used to implement and operate the Augmedix Solution will remain on Facility premises at all times. Audio, video, and data content will be generated and used only in real time during a patient session using the Augmedix Google Glass Device which will be encrypted both at rest and during the session, and, in any event, at all times in accordance with the RSAM documents and the SOP, which when finalized or updated by the parties are deemed incorporated herein by reference. For purposes of this SOW, “real time” means streaming without caching, storage or retention of the content, except for caching in encrypted form on the Augmedix Google Glass Device as permitted by this Agreement when the wifi connection to the Designated Augmedix Facility is unavailable and other caching and storage specifically permitted under the SOP.


 


	 	(3)	The SOP will comply with all of the requirements of the Agreement, this SOW and Client’s Scribe Policy. Any content in the SOP that conflicts with a requirement in any of the foregoing shall only be valid when approved in writing by Augmedix and Client’s Business Sponsor, legal counsel and if it pertains to a privacy matter, its Facility Privacy Official.


 


	 	(4)	Augmedix will ensure that all Scribes complete all training on relevant Dignity Health policies and software applications, as requested by Dignity Health, and comply with all Dignity Health policies applicable to the Services, including without limitation, Dignity Health’s scribe policy, which is attached to this SOW as Attachment 1 (Dignity Health Scribe Policy), which policy may be updated from time to time by Dignity Health.


 


		c.	Certain Augmedix Responsibilities



 


	 	(1)	Augmedix shall install and configure the Software onto the Hardware under the supervision and with the support of the appropriate Client-designated personnel. As part of the implementation Services, Augmedix shall complete collection of physician and site preferences, technical site evaluation, IT infrastructure setup, and deployment of on-site Augmedix Scribe trainers and Augmedix Scribes as needed, and onboarding of Authorized Users and Augmedix personnel (including Scribes). Augmedix shall perform all other services necessary to implement the Software, Hardware, and Services so that they can be used in full production.


 


	 	(2)	Augmedix
    shall notify Client when the implementation Services described above are complete. Client will have the right to test the
    Software, Hardware and Services as implemented. Augmedix shall promptly correct any errors or deficiencies. The Software,
    Hardware, and Services will not be deemed accepted unless and until Client notifies Augmedix of its acceptance, provided
    however that for acceptance after the first implementation with respect to each Facility EHR or new version thereof, the Software, Hardware and Services for each implementation
will be deemed accepted if Client does not reject them after five (5) business days of production use following notification by
Augmedix that such implementation Services are complete. Go-live date for each Authorized User will occur upon first productive
use by that Authorized User following notice from Augmedix that all implementation services are complete for that Authorized User,
unless disputed by Client within five (5) business days after such notice.


 




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	 	(3)	Augmedix shall provide the Augmedix Google Glass and all technical support for it.


 


	 	(4)	Augmedix shall ensure that the Augmedix Designated Facility meets the requirements of the relevant security document (i.e. RSAM for Augmedix Designated Facilities located in the United States and the Offshore Diligence Document for Augmedix Designated Facilities located overseas) at all times.


 


	 	(5)	Augmedix shall ensure that all data and content (including audio and video content) generated or collected by the Augmedix Google Glass Devices will at all times be encrypted and streamed in encrypted form through the Facility Wi-Fi network and to the Designated Augmedix Facility via the internet.


 


	 	(6)	Augmedix shall ensure that EHR entries created by Scribes will at all times be transmitted in encrypted form from the Augmedix Designated Facility to the Facility EHR.


 


	 	(7)	All hardware used by the Scribes will remain at all times within the premises of the Augmedix Designated Facility. Augmedix and Scribes will not remove any hardware from the Augmedix Designated Facility premises.


 


	 	(8)	Augmedix shall provide appropriately configured Augmedix Google Glass devices, loaded with Software. Augmedix shall replace this hardware as needed and to offset normal hardware wear and tear. If Client so chooses to utilize prescription lenses for a particular Authorized User, Augmedix shall supply the appropriate frames for the Authorized User or the Client to pay for. The Authorized User or the Client must then oversee the custom creation of lenses and installation. Augmedix shall make best efforts to assist with these lens installation logistics. Augmedix shall also provide appropriate numbers of external batteries and USB cables.


 


	 	(9)	Augmedix shall be responsible for ensuring the availability and functionality of sufficient Augmedix Google Glass Devices and other Hardware to provide the Services under this Statement of Work. The Augmedix Google Glass Devices and other Hardware provided for the purpose of the Agreement are owned by Augmedix and will be provided and supported entirely by Augmedix.


 


	 	(10)	Augmedix shall work together with Client to develop appropriate patient education materials and associated training.


 


	 	(11)	Augmedix shall provide Standard Operating Procedure (SOP) to configure Google Glass to the Augmedix specification utilizing Client Network.


 


	 	(12)	Augmedix shall provide invoices to Client in a timely matter. Augmedix shall also respond to billing inquiries promptly and thoroughly.


 


	 	(13)	Augmedix shall ensure each Scribe is properly trained on Client’s EHR and Client’s data entry standards and policies associated with such data entry and EHR access. Upon mutual agreement of Client and Augmedix on an Authorized User-by-Authorized User basis, the supporting Scribe shall, upon the express request or direction of the Authorized User, promptly propose an order in the EHR for the Authorized User physician’s review and, if appropriate, his or her signature.


 


	 	(14)	Augmedix shall obtain the name and contact information of the office manager and/or clinic director for each physician for which Services are performed and shall include that information in each invoice.


 


		d.	Client Responsibilities



 


		(1)	Client will provide the remote login capabilities for
the Scribe to access the EHR and the patient schedule, subject to Augmedix’s and each Scribe’s compliance with all
applicable policies and procedures of Client. Client shall also
provide the necessary wifi infrastructure and bandwidth to access the internet from Client facilities, as agreed by the parties
in writing.



 




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	 	(2)	Client-designated personnel will provide Standard Operating Procedure (SOP) on Accessing EHR Remotely.


 


	 	(3)	Client-designated personnel will assist Augmedix in installing and configuring the Software onto the Augmedix’s hardware.


 


	 	(4)	Client will work together with Augmedix to develop patient education materials.


 


	 	(5)	Client will provide training to Augmedix personnel pertaining to the use of EHR software.


 


	 	(6)	Client will arrange for appropriate access and related credentials for Scribes and Scribe trainers to access the EHR and related software.


 


	 	(7)	(Intentionally omitted)


 


	 	(8)	Client will designate one or more person(s) at each Client Facility for administrative duties in SOP. 


 


Administrative Duties include:


 


		●	Nightly
collection of devices (Glass units, battery packs, etc.) for charging and secure storage.


 


	 	●	Daily distribution of devices for utilization.


 


	 	●	Handover of Google Glass units to visiting Augmedix personnel for the purposes of software upgrades, audits, or research.


 


	 	●	Participation on Augmedix or Client initiated audits for the purposes of security or asset verification


 


	 	●	Point of Contact for Incident Reporting and Client/Augmedix issue resolution.


 


	 	(9)	Client will be responsible for providing patient education in accordance with applicable laws and regulations. Without limiting the foregoing, Client will make available to patients the education materials, including FAQs, provided by Augmedix and approved in writing by Client. The parties agree to cooperate in timely and jointly reviewing such materials. Client will designate one or more persons at each authorized facility in SOP to administer patient education process for all patients to be seen by an Authorized User. In the event that a patient wishes for the Augmedix Solution to be partially or completely disabled / removed, the Client is responsible for adhering to stated patient preferences. Augmedix shall provide training and support to assist Client with these circumstances.


 


	 	(10)	Client will designate one or more persons at each authorized facility in SOP to provide Augmedix with long-term and short-term schedules for Authorized Users listed in the SOP.


 


	 	(11)	Client will provide full EHR audit-trail access to Augmedix. This permits Augmedix to see the precise character-by-character changes made to the EHR (by providers, scribes, other staff, or other systems), with time-stamps and user logs. This access should permit visibility into all EHR documentation associated with the providers listed in the SOP, but subject, however, to the role-based access provided by Client.


 


	 	(12)	Client is responsible for securing and safeguarding Augmedix-provided Augmedix Google Glass Devices, batteries, and related accessories. If these Google Glass units or related accessories are lost or damaged through usage beyond mere day-to-day use and such loss or damage amounts to negligence by Client, the replacement costs will be billed to the Client.


 


	 	(13)	Either party may require Authorized Users to wear Augmedix Google Glass Devices while seeing patients for as much as two weeks prior to scheduled initiation of service for that particular Authorized User. This requirement will be upon the request of either party, as reasonably necessary, in an effort to efficiently train Scribes. Each party will ensure that its personnel will comply with these requirements.


  






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		e.	Software



 


	 	(1)	License. Subject to the terms and conditions of this Agreement, Augmedix hereby grants Client and its affiliates, and Client hereby accepts on behalf of itself and its affiliates, a non-exclusive, nontransferable license for Client and its Authorized Users to use the Augmedix Solution and Documentation for the term of this SOW. For the avoidance of doubt, the Software may be used on a concurrent user basis. In addition, Client may retain a copy of all Documentation for its records in perpetuity.


 


	 	(2)	Restrictions. Without the prior written consent of Augmedix, Client and its affiliates agree not to (nor assist or encourage third parties to): (a) sell, rent, lease, lend, license, sublicense, distribute or otherwise transfer the Software or Documentation to any third party; (b) decompile, disassemble or reverse engineer the Software, in whole or in part; (c) write or develop any derivative software or any other software program based upon the Software, the Documentation or any Augmedix Confidential Information; (d) use the Software to provide processing or other services to third parties, or otherwise use the Software on a “service bureau” basis; or (e) provide, disclose, divulge or make available to, or permit use of the Software or Documentation by any third party without Augmedix’s prior written consent. The Software contains Embedded Software and Client will comply with any applicable license terms and conditions as set forth in Section 2(e)(1) of this SOW.


 


	 	(3)	Embedded Software Terms and Conditions.


 


		●	Prior
                                         to commencement of the Project, Augmedix shall notify Client in writing of all Embedded
                                         Software and provide for Client’s review their associated terms and conditions
                                         (“Embedded Software Licenses”). As Client proceeds with expansion,
                                         Client agrees to comply with all such Embedded Software Licenses that are reasonably
                                         acceptable to it, which are required to use the Software licensed by Augmedix hereunder.


 


	 	●	In addition to the terms and conditions of the Embedded Software Licenses, Client acknowledges the following:


 


	 	●	EMBEDDED SOFTWARE IS PROVIDED “AS IS” AND ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE SUPPLIER OF ANY EMBEDDED SOFTWARE OR ITS AUTHOR OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.


 


	 	●	Augmedix relies on Embedded Software for proper operation of the Software. Augmedix hereby assigns all assignable warranties and services provided by Embedded Software licensors to Client, if any.


 


	 	●	If a problem with any Embedded Software affects the performance of the Software in accordance with Documentation, Augmedix shall use commercially reasonable efforts to work with the Embedded Software licensor to resolve the problem.


 


	 	●	Augmedix warrants that it has obtained all necessary rights for third party software required to operate the Augmedix Solution.


  




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		●	Client further agrees to accept the applicable Google
Terms of Use prior to its use of the Augmedix Google Glass Device. Furthermore, Client acknowledges that, to the extent permitted
by applicable laws, Google shall have no liability for any damages, whether direct, indirect, incidental or consequential, arising
from the use of the Google Glass Device, and all warranties with respect to the Google Glass Device, including without limitation,
warranties for merchantability, fitness for a particular purpose, and non-infringement are hereby disclaimed.



 


3. Term and Schedule of Work Milestones


 


		a.	Term.
This SOW shall begin on its Effective Date and continue until terminated as provided in the Agreement. Such term shall be
referred to as the “Term” of the SOW.


 


		b.	Milestones:


 


a. Services and Deliverables are fully
implemented, and Scribes are ready to begin full performance under this SOW.


 


b. Acceptance of the Services and Deliverables
by each applicable physician and the office manager for each such physician.


 


c. Payment for each physician does not
begin until acceptance as described above and go-live have occurred.


 


4. Fees; Schedule; Invoicing


 


		a.	Fees.



 


		i.	Fees
will be charged and assessed for Authorized User beginning on the go-live date, but not before such date unless otherwise agreed
by the parties.


 


	 	ii.	Augmedix and Client shall by mutual agreement classify Authorized Users into the following billing categories, based on the expected number of Scribe service hours used:


 


	Billing
    Category	 	Monthly
    Charge*
	[*]	 	[*]
	[*]	 	[*]
	[*]	 	[*]
	[*]	 	[*]
	[*]	 	[*]
	[*]	 	[*]


 


		*	Augmedix shall bill the Client for each Authorized User
at the applicable rate set forth above.



		*	If Client has Authorized Users using over [*]
Scribe service hours per month, such extra Scribe service hours shall be billed to Client at a rate of [*] per Scribe service
hour used over the [*]-hour allocation.



		*	These fees may not be changed in the event Augmedix is
unable to use Scribes outside the jurisdiction of the United States of America as a result of Security Incident.



 




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	 	iii.	At
90 days after the initial classification of Authorized Users into billing categories under the Order Form, and every 90 days thereafter,
Augmedix reserves the right to re-classify an Authorized User into a different billing category if such Authorized User uses,
on average, more than the upper limit or less than the lower limit of Scribe service hours based on his/her last billing category
classification for each such 90-day period. By way of example, an Authorized User who was classified as “Up to 100 Scribe
service hours per month” before the go-live date but on average has used 115 Scribe Service hours per month in the 90 days
since the go-live date can be re-classified by Augmedix to the “Up to 120 Scribe service hours per month” billing
category and will incur a monthly charge of $[*] for the next 90 day period (and 90 day periods thereafter, assuming a similar
115 Scribe service hour per month usage).


 


	 	iv.	Fees and charges paid by Client under this SOW are non-refundable. All payments will be made in US dollars.


 


	 	v.	Augmedix
reserves the right to raise the fees incurred under this SOW by up to [*] upon the yearly anniversary of the Effective Date and
every yearly anniversary thereafter.


 


	 	vi.	Order Form. Client may designate any number of Authorized Users provided that the applicable Client’s facility site lead completes, and Client signs and submits to Augmedix for countersignature, an Order Form in the format of the template attached hereto as Attachment 2. Such Client’s facility site shall be responsible for the fees and charges billed by Augmedix according to the Scribe service hours of actual usage of each designated Authorized User under such Order Form. The Order Form shall state the number of devices and Scribe service hours expected to be used per month by each Authorized User. The billing rates per Authorized User shall be in accordance with the Pricing rates in Exhibit B of the Agreement.


 


b. Scheduling and Removal of Authorized Users


 


	 	i.	Daily Schedule. Prior to initiation for each new Authorized User and each month thereafter, Client shall provide Augmedix with online access to a generic daily schedule for each Authorized User for each day of the following month (“Daily Schedule”).


 


Fourteen (14) days or more written notice
is required for schedule changes by Client. If less than fourteen (14) day written notice is received, Augmedix will make good
faith efforts to accommodate such requests but does guarantee availability of such service.


 


	 	ii.	Vacations/Leave
    of Absence. Client shall continue to pay an Authorized User’s monthly fee in the event of a vacation and/or leave
    of absence of two (2) consecutive weeks or less. In the event Client desires to suspend Services for an Authorized User for
    more than two (2) consecutive weeks but less than (8) consecutive weeks, and provided that Client provides at least two (2)
    weeks’ notice of any such vacation and/or leave of absence, Augmedix will continue to hold the Scribe assigned to such
    Authorized User during his/her absence. Augmedix shall make reasonable efforts to re-assign the Scribe to another Authorized
    User within DHMF or other Dignity Health Client, and if despite reasonable efforts, no Authorized User is found within DHMF,
    Augmedix will not release the assigned Scribe so long as Client continues to pay a minimum monthly fee of [*], prorated for
    the applicable absence period (“Suspension Fee”). In the event Client desires to suspend Services for an
    Authorized User for a period of more than eight (8) consecutive calendar weeks or elects not to or fails to pay the Suspension
    Fee, Augmedix reserves the right to reallocate the Scribe assigned to such Authorized User, and upon resuming the Services,
    Client shall pay such Authorized Users’ monthly fee during the training and implementation of a new Scribe (for clarity,
    Client does not pay Authorized Users’ monthly fee during the initial implementation of a Scribe).


 


	 	iii.	Authorized
    User Swap. At any time after an Authorized User’s acceptance/go-live date, Client may swap one Authorized User for
    another upon thirty (30) days’ prior written notice to Augmedix, provided, however, that Client pays (a) the applicable
    fees for the Services performed through the effective date of termination, and (b) a swap fee of [*].


 




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		iv.	Removal of Authorized Users. At any time after
an Authorized User’s acceptance/go-live date, Client may remove such Authorized User from the Services upon ninety (90)
days’ prior written notice to Augmedix, provided, however, that Client continues to pay the applicable fees for the Services
performed through the effective date of termination. Notwithstanding the foregoing, if Client desires to remove an Authorized
User due to termination of the relationship between Client and such Authorized User, Client may remove such Authorized User from
the Services upon thirty (30) days’ prior written notice, provided that Client notifies Augmedix of the termination and
Client pays the applicable fees for Services performed through the effective date of termination.



 


		c.	Invoicing



 


i. Subject to subsection ii immediately below, the billing
period for Authorized Users shall be July 1 of each year through June 30 of the following year and pro-rated for first-time
Authorized Users for part of a year.


 


ii. Notwithstanding the foregoing
or anything to the contrary in the Master Agreement or the SOW, if (a) the aggregate annual fees payable under the Master Agreement
exceeds or is likely to exceed [*], Augmedix shall invoice the total amount under the SOW as divided into [*]; the [*] and the
[*]; or (b) the aggregate annual fees payable under the Master Agreement exceeds or is likely to exceed [*], Augmedix shall invoice
the total amount under the SOW as [*], each invoiced on [*]. To the extent that billing category or billing periods change result
in an overpayment or underpayment of Fees for the applicable invoice period, the parties will reconcile any credits owed to, or
additional amounts owed by, Client against any prepaid amounts on a quarterly basis.


 


iii. In the event that Service for a
particular Authorized User is cancelled in accordance with section 4.b.iv of the SOW, any remaining prepayment balance will
be credited towards payment for another Authorized User or refunded to Client within ninety (90) days of the effective date
of termination. Upon termination of the Agreement, Augmedix will promptly refund Client any prepaid Fees for Services not
rendered.


 


5. Other Miscellaneous Terms and Conditions


 


		a.	Sales
and Use Tax. The parties acknowledge that, as of the Effective Date of this SOW, no law, rule or regulation requires any sales
or use taxes to be due or payable as they relate to the Service and Deliverables under this SOW. Therefore no such tax shall be
due or included in invoices.


 


	 	b.	Tax Withholding Requirements. In accordance with Section 4(c) of the Agreement, payments for services under this SOW may be subject to state tax withholding requirements. If the services under this SOW include services performed or payable in California, Augmedix warrants and represents that it has completed, signed and submitted to Client one of the following: (Check applicable box below.)


 


		☐	California
Franchise Tax Board Form 587 (Nonresident Withholding Allocation Worksheet)


 


	 	☐	California Franchise Tax Board Form 590 (Withholding Exemption Certificate)


 


		d.	Background Screening Requirements. As required
by Section 11(d) of the Agreement, Augmedix represents and warrants that: (Check applicable box below)



 


		☐	Augmedix has successfully completed a criminal
background check for each of its personnel and subcontractors providing services under this SOW and has provided Client with documentation
of such, in accordance with Exhibit E.



  




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		e.	Insurance Compliance. Augmedix has provided Client
with proof of insurance as required under Exhibit C of the Agreement. (Check applicable box below)


 


		☐	Yes



		☐	No (If no, explain why not):



 





 



 





 



  


		f.	Deliveries. Unless specified otherwise by Client,
all tangible deliveries, including reports shall be delivered only to the Client’s Business Sponsor or designee at Client’s
address shown above.



 


(Signature page follows)


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Statement of Work to be executed by their respective authorized representatives.


 


	Accepted and Approved by:	 	Accepted and Approved by:
	 	 	 
	Dignity
Health	 	Augmedix, Inc.
	 	 	 
	/s/
    Kelley Moore 	 	/s/
    Manny Krakaris
	Signature	 	Signature
	 	 	 
	Kelley
    Moore 	 	Manny Krakaris
	Print
    Name	 	Print
    Name
	 	 	 
	VP,
    Sourcing	 	CEO
	Title	 	Title
	 	 	 
	Jan 24, 2019	 	Jan 24, 2019
	Date	 	Date


 




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ATTACHMENT 1 


 


TO EXHIBIT A


 


DIGNITY HEALTH SCRIBE POLICY


 


(To follow.)


 


 




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ATTACHMENT 2


 


ORDER FORM


 


This Order Form, effective
as of the date of the last signature below, is made pursuant to the Statement of Work by and between Dignity Health (“Client”)
for the benefit of Client’s facility site named below, and Augmedix, Inc. Capitalized terms used but not otherwise
defined herein shall have the same meaning as in the Dignity Health SOW.


 


	Client’s Facility:	 


 


	Service Address:	 


 


	Client’s Facility Site Lead:	 


 


	Phone:	                 	 	Email:	                   


 


	
        Name of
Clinician /Authorized User
	 	Projected Billing Category*	 	Estimated Monthly charge**
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


		*	See Section 4.a.ii
of the Amended and Restated Statement of Work, dated [*] for Billing Categories.



		**	Implementation and training included.



		***	The parties acknowledge that no law, rule or regulation
requires any sales or use taxes to be due or payable as they relate to the Services and Deliverables under this Order Form. Therefore,
no such tax shall be due or included in invoices.



 


Send this Order form and related correspondence to:


[*]


[*]


[*]


 


	DIGNITY
HEALTH	 	AUGMEDIX, INC.
	 	 	 	 	 
	By	                     	 	By	            
	 	 	 	 	 



	Print Name 	                     	 	Print Name 	             
	 	 	 	 	 




	Title	                     	 	Title	                           
	 	 	 	 	 
	Date	                     	 	Date	                     



 




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DH-IT-1186


 


OMNIBUS AMENDMENT


 


This Omnibus Amendment
(“Omnibus Amendment”) is made and entered into as of July 1, 2020, by and between, on the one hand, Augmedix,
Inc. (“Augmedix”) and, on the other hand, Dignity Health (“DH”), Dignity Health Medical Foundation
(“DHMF”), and Pacific Central Coast Health Centers (“PHC”), and amends:


 


		(1)	That
certain Amended and Restated Statement of Work, dated January 24, 2019, by and between DH and Augmedix (the “DH-SOW
No. 1”); and


 


	 	(2)	That certain Statement of Work No. 2, dated March 2, 2020, by and between DH and Augmedix (the “DH-SOW No. 2”); and


 


	 	(3)	That certain Statement of Work, dated July 3, 2016, as amended, by and between DHMF and Augmedix (the “DHMF-SOW”); and


 


	 	(4)	That certain Statement of Work, dated January 26, 2016, as amended, by and between PHC and Augmedix (the “PHC-SOW” and, together with the DH-SOW No. 1, DH-SOW No. 2, and DHMF-SOW, the “Dignity SOW(s)”).


 


WHEREAS, Dignity Health
(for itself and on behalf of its affiliates) and Augmedix entered into the Services Agreement dated September 1, 2015, as amended,
(the “Agreement”).


 


NOW, THEREFORE, in
consideration of the mutual benefits and promises between the parties, the sufficiency of which each party hereby acknowledges,
the Dignity SOWs are hereby amended as follows:


 


1. Term. Notwithstanding
anything to the contrary in the Dignity SOWs, this Omnibus Amendment extends the Term of the Dignity SOWs through and including
June 30, 2021, unless earlier terminated in accordance with the Agreement. By notice to Augmedix, the Dignity SOWs shall renew
on the same terms and conditions for up to three (3) successive one (1) year terms thereafter (each a “Renewal Term”).


 


2. Fees. Notwithstanding
anything to the contrary in the Dignity SOWs, Augmedix hereby agrees to not increase Fees prior to July 1, 2021. Commencing on
July 1, 2021, Augmedix may apply Fees increases as set forth in the Dignity SOWs on a go-forward basis.


 


3. Invoicing. Notwithstanding
anything to the contrary in the Dignity SOWs the following shall apply:


 


A. Augmedix will invoice Client on a quarterly
basis (or pro-rata portions thereof) for Service Fees of Authorized User(s) in advance of each quarter, and the first three (3)
months of Service for first-time Authorized Users in advance of go-live. The first quarter is defined as July 1 through September
30, the second quarter as October 1 through December 31, the third quarter as January 1 through March 31, and the fourth quarter
as April 1 through June 30. To the extent that a billing category change results in an overpayment or underpayment of Fees for
the applicable invoice period, the parties will reconcile any credits owed to, or additional amounts owed by, Client against any
prepaid amounts on a quarterly basis.


 


B. In the event that Service for a particular
Authorized User is cancelled in accordance with the above, any remaining prepayment balance will be credited towards payment for
another Authorized User or refunded to Client within ninety (90) days of the effective date of termination. Upon termination of
the Agreement, Augmedix will promptly refund Client any prepaid Fees for Services not rendered.


 




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 Augmedix – Dignity Health	     
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DH-IT-1186


 


4. General. Capitalized
terms used but not otherwise defined herein shall have the same meaning as in the Dignity SOWs and the Agreement. This Omnibus
Amendment is hereby incorporated into the Dignity SOWs by reference. Except as expressly amended herein, all other terms of the
Dignity SOWs are hereby confirmed and remain in full force and effect. To the extent that there is any conflict between the terms
of this Omnibus Amendment and those of the Agreement or the Dignity SOWs, the terms of this Omnibus Amendment shall control. This
Omnibus Amendment may be executed in several counterparts, all of which taken together shall constitute one single agreement between
the parties and any full and complete copy thereof shall constitute an original. When signed in pen ink, such documents may be
delivered by facsimile transmission or by scanned email attachment, and said copies shall be treated in all respects as original.


 


AGREED AND ACCEPTED


  





	DIGNITY HEALTH	 	AUGMEDIX, INC.
	 	 	 	 	 
	By	/s/ Kelley Moore	 	By	/s/ Manny Krakaris
	 	 	 	 	 
	Name 	Kelley Moore	 	Name 	Manny Krakaris
	 	 	 	 	 
	Title	System VP, Vendor Mgmt & Contracting	 	Title	CEO
	 	 	 	 	 
	Date	Jul 17, 2020	 	Date	Jul 17, 2020


 





	DIGNITY HEALTH MEDICAL FOUNDATION	 	 
	 	 	 	 	 
	By	/s/ Kelley Moore	 	 	 
	 	 	 	 	 
	Name 	Kelley Moore	 	 	 
	 	 	 	 	 
	Title	System VP, Vendor Mgmt & Contracting	 	 	 
	 	 	 	 	 
	Date	Jul 17, 2020	 	 	 


 


	PACIFIC CENTRAL COAST HEALTH CENTERS	 	 
	 	 	 	 	 
	By	/s/ Kelley Moore	 	 	 
	 	 	 	 	 
	Name 	Kelley Moore	 	 	 
	 	 	 	 	 
	Title	System VP, Vendor Mgmt & Contracting	 	 	 
	 	 	 	 	 
	Date	Jul 17, 2020	 	 	 


 


	Omnibus Amendment

Augmedix – Dignity Health	     

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