Exhibit 10.4


 


AUGMEDIX, INC.


1161
mission street, suite 210


san
francisco, ca 94103


 


march
07, 2019


 


Sandy Breber


Via email to: [*]


 


Dear Sandy,


 


Augmedix, Inc. (the “Company”) is pleased
to offer you employment on the following terms:


 


		1.	Position and Start Date. Beginning March 25, 2019,
you will serve in a full-time capacity as Chief Operating Officer. By signing this letter agreement, you represent and warrant
to the Company that you are under no contractual commitments inconsistent with your obligations to the Company.



 


		2.	Salary. You will be paid a salary at the initial
annual rate of $275,000, payable in Bi-weekly installments in accordance with the Company’s standard payroll practices for salaried
employees. This salary will be subject to adjustment pursuant to the Company’s employee compensation policies in effect from time
to time.



 


		3.	Stock Options. Subject to the approval of the
Company’s Board of Directors or its Compensation Committee, you will be granted an option to purchase 275,000 shares of the Company’s
Common Stock. The exercise price per share will be equal to the fair market value per share on the date the option is granted
or on your first day of employment, whichever is later. The option will be subject to the terms and conditions applicable to options
granted under the Company’s Employee Stock Plan. You will vest in 25% of the option shares on your first year anniversary date,
and then 1/48th for each month of continuous service thereafter.



 


		4.	Employment, Confidential Information and Invention
Assignment Agreement. Like all Company employees, you will be required, as a condition to your employment with the Company,
to sign the Company’s standard Employment, Confidential Information and Invention Assignment Agreement.



 


		5.	Period of Employment. Your employment with the
Company will be “at will,” meaning that either you or the Company will be entitled to terminate your employment at any
time and for any reason, with or without cause. Any contrary representations, which may have been made to you, are superseded
by this offer. This is the full and complete agreement between you and the Company on this term. Although your job duties, title,
compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at
will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer
of the Company.



 






     


     


    

 


Sandy Breber


March 07, 2019


Page 2


 


		6.	Withholding Taxes. All forms of compensation referred
to in this letter are subject to reduction to reflect applicable withholding and payroll taxes.



 


		7.	Entire Agreement. This letter and the subsequent
Confidential Information and Invention Assignment Agreement contain all of the terms of your employment with the Company and supersede
any prior understandings or agreements, whether oral or written, between you and the Company.



 


		8.	Amendment and Governing Law. This letter agreement
may not be amended or modified except by an express written agreement signed by you and a duly authorized officer of the Company.
The terms of this letter and the resolution of any disputes will be governed by California law. We hope that you find the foregoing
terms acceptable. You may indicate your agreement with these terms and accept this offer by signing and dating the enclosed duplicate
original of this letter and the enclosed Employment, Confidential Information and Invention Assignment Agreement and returning
both documents to me. As required by law, your employment with the Company is also contingent upon you providing legal proof of
your identity and authorization to work in the United States.



 


Notwithstanding the foregoing, your employment is also
subject to the following terms:


 


In addition, you will be eligible to
be considered for a performance bonus. Your target bonus will be equal to $82,500. The bonus (if any) will be awarded based
on the achievement of company and individual goals for the remainder of calendar 2019.


 


The Performance Bonus will be weighted as follows:


 


		●	25% contingent on company performance



 


		●	25% contingent on team performance



 


		●	50% contingent on individual performance



 


The Performance Bonus will be payable in two separate
increments:


 


		●	1/3 of your earned bonus will be paid following the end
of the Q2 in July 2019



 


		●	2/3 of your earned bonus will be paid following the end
of Q4 in January 2020



 




     


     


    

 


Sandy Breber


March 07, 2019


Page 3


 



Any bonus for the fiscal year in which your employment
begins will be prorated, based on the number of days you are employed by the Company during that fiscal year. Any bonus for a fiscal
year will be paid based on the above schedule, but only if you are still employed by the Company at the time of payment. The determinations
of the Company’s Board of Directors with respect to your bonus will be final and binding.


 


	Sincerely,	 
	 	 
	/s/ Manny Krakaris 	 
	Manny Krakaris	 
	 CEO	 
	Augmedix, Inc.	 
	 	 
	/s/ Sandy Breber 	 
	Sandy Breber