Exhibit 10.8


 


FORM OF REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement (this
“Agreement”) is made and entered into effective as of ________, 2020, among Augmedix, Inc., a Delaware
corporation (f.k.a. Malo Holdings Corporation) (the “Company”), the persons who have purchased the Offering
Shares (as defined below) and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser”
and collectively, the “Purchasers”), the persons or entities identified on Schedule 1 hereto holding
Placement Agent Warrants (collectively, the “Brokers”), the persons or entities identified on Schedule 2
hereto holding Merger Shares (as defined below), and the persons or entities identified on Schedule 3 hereto holding Registrable
Pre-Merger Shares (as defined below). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below
or in the Subscription Agreement (as defined below).


 


RECITALS:


 


WHEREAS, the
Company has offered and sold in compliance with Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated
thereunder to accredited investors in a private placement offering (the “Offering”) shares of the common
stock of the Company, par value $0.0001 per share, pursuant to certain Subscription Agreements entered into by and between the
Company and each of the subscribers for the Offering Shares set forth on the signature pages affixed thereto (the “Subscription
Agreements”); and


 


WHEREAS, the
Company has agreed to enter into a registration rights agreement with each of the Purchasers in the Offering who purchased the
Offering Shares, with the Brokers, or their designees, who hold Placement Agent Warrants, and with the holders of Merger Shares
or Registrable Pre-Merger Shares; and


 


WHEREAS, contemporaneously
with the initial closing of the Offering, a wholly owned subsidiary of the Company has merged with and into Augmedix Operating
Corporation, a Delaware corporation (“Augmedix”).


 


NOW, THEREFORE,
in consideration of the mutual promises, representations, warranties, covenants, and conditions set forth herein, the parties mutually
agree as follows:


 


1. Certain
Definitions. As used in this Agreement, the following terms shall have the following respective meanings:


 


“Approved
Market” means the OTCQB, OTCQX, the Nasdaq Stock Market, the New York Stock Exchange or the NYSE American.


 






     


     


    

 


“Blackout
Period” means, with respect to a distribution or registration, a period during which the Company, in the good
faith judgment of its board of directors, determines (because of the existence of, or in anticipation of, any acquisition,
financing activity, or other material corporate development or other material transaction involving the Company, or the
unavailability for reasons beyond the Company’s control of any required financial statements, disclosure of material
information which is in its best interest not to publicly disclose, or any other event or condition of similar material
significance to the Company) that the registration and/or distribution of the Registrable Securities to be covered by such
registration statement, if any, or the circumstances described in Section 4(j) below, would be seriously detrimental to the
Company and its stockholders, in each case commencing on the day the Company notifies the Holders that they are required,
because of the determination described above, to suspend offers and sales of Registrable Securities and ending on the earlier
of (1) the date upon which the material non-public information resulting in the Blackout Period is disclosed to the public or
ceases to be material and (2) such time as the Company notifies the selling Holders that sales pursuant to such
Registration Statement or a new or amended Registration Statement may resume; provided, however, that the
aggregate of all Blackout Periods shall not exceed seventy-five (75) Trading Days in any twelve (12) month period (except for
Blackout Periods arising from the filing of a post-effective amendment to the Registration Statement to update the prospectus
therein to include the information contained in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form
10-Q or Periodic Reports on Form 8-K, which Blackout Period may extend for the amount of time reasonably required to respond
to comments of the staff of the Commission (the “Staff”) on such amendment).


 


“Business
Day” means any day of the year, other than a Saturday, Sunday, or other day on which banks in the State of New York
are required or authorized to close.


 


“Commission”
means the U. S. Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.


 


“Common
Stock” means the common stock, par value $0.0001 per share, of the Company and any and all shares of capital stock
or other equity securities of: (i) the Company which are added to or exchanged or substituted for the Common Stock by reason of
the declaration of any stock dividend or stock split, the issuance of any distribution or the reclassification, readjustment, recapitalization
or other such modification of the capital structure of the Company; and (ii) any other corporation, now or hereafter organized
under the laws of any state or other governmental authority, with which the Company is merged, which results from any consolidation
or reorganization to which the Company is a party, or to which is sold all or substantially all of the shares or assets of the
Company, if immediately after such merger, consolidation, reorganization or sale, the Company or the stockholders of the Company
own equity securities of such other corporation.


 


“Effective Date” means the
date of the final closing of the Offering.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder.


 


“Excluded
Registrable Securities” shall have the meaning set forth in Section 3(e)(i) of this Agreement.


 


“Family
Member” means (a) with respect to any individual, such individual’s spouse, any descendants (whether
natural or adopted), any trust all of the beneficial interests of which are owned by any of such individuals or by any of
such individuals together with any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended, the estate of any such individual, and any corporation, association, partnership or limited liability company all of
the equity interests of which are owned by those above described individuals, trusts or organizations and (b) with respect to
any trust, the owners of the beneficial interests of such trust.


 






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“Holder”
means (i) each Purchaser or any of such Purchaser’s respective successors and Permitted Assignees who acquire rights in accordance
with this Agreement with respect to any Registrable Securities directly or indirectly from a Purchaser or from any Permitted Assignee;
(ii) each Broker or any of such Broker’s respective successors and Permitted Assignees who acquire rights in accordance with
this Agreement with respect to any Registrable Securities directly or indirectly from an Broker or from any Permitted Assignee;
(iii) each holder of Registrable Pre-Merger Shares or its respective successors and Permitted Assignees who acquire rights in accordance
with this Agreement with respect to any Registrable Securities directly or indirectly from such holder or from any Permitted Assignee
thereof; and (iv) each holder of the Merger Shares or its respective successors and Permitted Assignees who acquire rights in accordance
with this Agreement with respect to any Registrable Securities directly or indirectly from such holder or from any Permitted Assignee
thereof.


 


“Majority
Holders” means, at any time, Holders of both (i) a majority of the Registrable Securities then outstanding and (ii)
a majority of the Offering Shares then outstanding that constitute Registrable Securities.


 


“Merger Shares” means the
_______________ shares of Common Stock issued or issuable in exchange for all of the shares of capital stock of Augmedix that
are outstanding immediately prior to the closing of the Merger ((x) inclusive of the shares of Common Stock issuable or issued
upon exercise of the warrants of Augmedix that are being assumed by, or exchanged for warrants of, the Company in connection with
the Merger and (y) exclusive of shares of Common Stock issuable upon (i) exercise of the options to purchase stock of Augmedix
that are being assumed by, or exchanged for options of, the Company in connection with the Merger and (ii) exercise of the stock
appreciation rights related to stock of Augmedix that are being assumed by, or exchanged for stock appreciation rights of, the
Company in connection with the Merger), and any shares of Common Stock issued or issuable with respect to such shares upon any
stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.


 


“Permitted
Assignee” means (a) with respect to a partnership, its partners or former partners in accordance with their partnership
interests, (b) with respect to a corporation, its stockholders in accordance with their interest in the corporation, (c) with respect
to a limited liability company, its members or former members in accordance with their interest in the limited liability company,
(d) with respect to an individual party, any Family Member of such party and any trust for the direct or indirect benefit of an
individual or a Family Member of such individual, (e) with respect to a trust, to the trustor or beneficiary of such trust or to
the estate of a beneficiary of such trust, (f) an entity or trust that is controlled by, controls, or is under common control with
a transferor, (g) any affiliate of a transferor or (h) a party to this Agreement.


 


“Piggyback Registration”
shall have the meaning set forth in Section 3(e)(i) of this Agreement.


 


“Placement Agent Warrants”
shall have the meaning set forth in the Subscription Agreement.


 


“Offering
Shares” means the shares of Common Stock issued to the Purchasers pursuant to the Subscription Agreements, and
any shares of Common Stock issued or issuable with respect to such shares upon any stock split, dividend or other
distribution, recapitalization or similar event with respect to the foregoing.


 






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The terms “register,”
“registered,” and “registration” refer to a registration effected by preparing
and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness
of such registration statement.


 


“Registrable
Pre-Merger Shares” means 1,000,000 shares of Common Stock of the Company held by stockholders of the Company prior
to the Merger and remaining outstanding immediately following the effective time of the Merger, and any shares of Common Stock
issued or issuable with respect to such shares upon any stock split, dividend or other distribution, recapitalization or similar
event with respect to the foregoing.


 


“Registrable
Pre-Merger Stockholder” means a person holding Registrable Pre-Merger Shares immediately prior to the effective time
of the Merger.


 


“Registrable
Securities” means (a) the Offering Shares, (b) the Warrant Shares, (c) the Merger Shares, (d) the Registrable
Pre-Merger Shares and (e) other shares of Restricted Common Stock held by the Holders, hereinafter acquired or issuable in
respect of the foregoing shares of Common Stock by way of conversion, dividend, stock-split, distribution or exchange,
merger, consolidation, recapitalization or reclassification or similar transaction; but, in each case, excluding any
otherwise Registrable Securities that (i) have been sold or otherwise transferred other than to a Permitted Assignee or
(ii) have been sold under Rule 144 of the Securities Act.


 


“Registration
Default Period” means the period beginning on the date of which any Registration Event occurs and ending on the date
on which such Registration Event is cured, inclusive.


 


“Registration
Effectiveness Date” means the date that is one hundred and fifty (150) calendar days after the Effective Date, which
one hundred and fifty day period shall be extended for each day of a U.S. government shut down that results in the Commission temporarily
discontinuing review of, or acceleration of the effectiveness of, registration statements, if any.


 


“Registration Event” means
the occurrence of any of the following events:


 


(a) the
Company fails to file with the Commission the Registration Statement on or before the Registration Filing Date;


 


(b) the
Registration Statement is not declared effective by the Commission on or before the Registration Effectiveness Date (provided that
such failure of the Registration Statement to be declared effective within one hundred fifty (150) calendar days is not the result
of any delay or failure on the part of any Selling Holder to provide such information as may reasonably be requested by the Company
in connection with the preparation of the Registration Statement);


 


(c) after the
SEC Effective Date, the Registration Statement ceases for any reason to remain continuously effective or the Holders are otherwise
not permitted to utilize the prospectus therein to resell the Registrable Securities for a period of more than fifteen (15) consecutive
Trading Days, except for Blackout Periods permitted herein; or


 






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(d) following
the listing or inclusion for quotation on an Approved Market, the Registrable Securities, if issued and outstanding, are not listed
or included for quotation on an Approved Market, or trading of the Common Stock is suspended or halted on the Approved Market,
which at the time constitutes the principal markets for the Common Stock, for more than three (3) full, consecutive Trading Days;
provided, however, a Registration Event shall not be deemed to occur if all or substantially all trading in equity securities (including
the Common Stock) is suspended or halted on the Approved Market for any length of time.


 


“Registration Filing Date”
means the date that is sixty (60) calendar days after the Effective Date.


 


“Registration
Statement” means any registration statement that the Company is required to file or files pursuant to Section 3(a)
or 3(e) of this Agreement to register the Registrable Securities and any successor registration statement.


 


“Restricted
Common Stock” means any shares of Common Stock that are subject to resale restrictions pursuant to the Securities
Act and the rules and regulations promulgated thereunder, including, but not limited to, securities: (1) acquired directly or indirectly
from the issuer or an affiliate of the issuer in unregistered offerings such as private placements; (2) acquired through an employee
stock benefit plan or as compensation for professional services; or (3) considered “restricted securities” under Rule
144. For purposes of clarity Restricted Common Stock does not include Common Stock that is restricted solely as a result of contractual
restrictions, including but not limited to lock-up or similar contractual agreements.


 


“Rule
144” means Rule 144 promulgated by the Commission under the Securities Act, as such rule may be amended or supplemented
from time to time, or any similar successor rule that may be promulgated by the Commission.


 


“Rule
145” means Rule 145 promulgated by the Commission under the Securities Act, as such rule may be amended or supplemented
from time to time, or any similar successor rule that may be promulgated by the Commission.


 


“Rule
415” means Rule 415 promulgated by the Commission under the Securities Act, as such rule may be amended or supplemented
from time to time, or any similar successor rule that may be promulgated by the Commission.


 


“Securities
Act” means the Securities Act of 1933, as amended, or any similar federal statute promulgated in replacement thereof,
and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.


 


“SEC Effective
Date” means the date the Registration Statement is declared effective by the Commission.


 


“Trading
Day” means any day on which the Approved Market that at the time constitutes the principal securities market for
the Common Stock, is open for general trading of securities (or if there is no Approved Market that at the time constitutes the
principal securities market for the Common Stock, then any day on which the New York Stock Exchange is open for general trading
of securities).


 



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“Warrant Shares”
means the shares of Common Stock issued or issuable upon exercise of the Placement Agent Warrants.


 


2. Term.
This Agreement shall terminate with respect to each Holder on the earlier of: (i) the date that is three (3) years from the SEC
Effective Date and (ii) the date on which all Registrable Securities held by such Holder have been transferred other than to a
Permitted Assignee (the “Term”). Notwithstanding the foregoing, Section 3(b), Section 6, Section 8, Section
9 and Section 10 shall survive the termination of this Agreement.


 


		3.	Registration.



 


(a) Registration
on Form S-1. The Company shall prepare and file with the Commission a Registration Statement on Form S-1, or any other
form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be
available for the resale by the Holders of all of the Registrable Securities on a delayed or continuous basis (including in
stock exchange transactions and underwritten offerings), and the Company shall (i) make the initial filing of the
Registration Statement with the Commission no later than the Registration Filing Date, (ii) use its commercially reasonable
efforts to cause such Registration Statement to be declared effective no later than the Registration Effectiveness Date and
(iii) use its commercially reasonable efforts to keep such Registration Statement continuously effective (including by filing
a new Registration Statement if the initial Registration Statement expires) for a period of three (3) years after the SEC
Effective Date or for such shorter period ending on the earlier of (i) date on which all Registrable Securities have been
transferred other than to a Permitted Assignee and (ii) the availability of Rule 144 for Holders to sell all Registrable
Securities held by such Holder without volume or other restrictions within a 90-day period (the “Effectiveness
Period”); provided, however, that the Company shall not be obligated to effect any such
registration, qualification or compliance pursuant to this Section 3(a), or keep such registration effective pursuant to the
terms hereunder, in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign
corporation or as a dealer in securities under the securities laws of such jurisdiction or to execute a general consent to
service of process in effecting such registration, qualification or compliance, in each case where it has not already done
so. Upon the Company becoming eligible to register the Registrable Securities for resale by the Holders on Form S-3, the
Company shall use commercially reasonable efforts to amend the Registration Statement to a Registration Statement on Form S-3
or file a Registration Statement on Form S-3 in substitution of the Registration Statement as initially filed as soon as
reasonably practicable thereafter. The Company shall be entitled to suspend the effectiveness of the Registration Statement
during a Blackout Period for the reasons and time periods set forth in the definition thereof. After the SEC Effective Date,
any Holder whose securities were registered pursuant to a Registration Statement may at any time and from time to time
request in writing to sell pursuant to a prospectus or a prospectus supplement Registrable Securities of such Holder
available for sale pursuant to the Registration Statement. If the Company is not in a Blackout Period, the Company shall use
its commercially reasonable efforts to, not later than the fifth Trading Day after the receipt of such notice cause to be
filed the prospectus or a prospectus supplement; provided any request for a prospectus supplement may be withdrawn by the
initiating Holder prior to the filing thereof. If the Company is in a Blackout Period during the time such request is made,
the Company shall use its commercially reasonable efforts to, not later than the fifth Trading Day after the cessation of the
Blackout Period to cause to be filed the prospectus or a prospectus supplement; provided any request for a prospectus
supplement may be withdrawn by the initiating Holder prior to the filing thereof. The Company shall amend or supplement the
Registration Statement as may be necessary in order to enable the inclusion of Registrable Securities by any Holder upon
receipt of a written request by such Holder. Notwithstanding the foregoing, in the event that the Staff should limit the
number of Registrable Securities that may be sold pursuant to the Registration Statement, the Company may remove from the
Registration Statement such number of Registrable Securities as specified by the Commission on behalf of all of the holders
of Registrable Securities from the Registrable Securities on a pro rata basis among the holders thereof (such Registrable
Securities, the “Reduction Securities”). In such event, the Company shall give the Holders prompt
notice of the number of Registrable Securities excluded from the Registration Statement. The Company shall use its
commercially reasonable efforts at the first opportunity that is permitted by the Commission to, register for resale the
Reduction Securities (pro rata among the Holders of such Reduction Securities) using one or more Registration Statements that
it is then entitled to use, until all of the Reduction Securities have been so registered; provided, however, that the
Company shall not be required to register such Reduction Securities during a Blackout Period. The Company shall use its
commercially reasonable efforts to cause each such Registration Statement to be declared effective under the Securities Act
as soon as possible, and shall use its commercially reasonable efforts to keep such Registration Statement continuously
effective (including by filing a new Registration Statement if the initial Registration Statement expires) under the
Securities Act during the entire Effectiveness Period. Notwithstanding the foregoing, the Company shall be entitled to
suspend the effectiveness of such Registration Statement at any time prior to the expiration of the Effectiveness Period for
the reasons and time periods during a Blackout Period. No liquidated damages shall accrue or be payable to any Holder
pursuant to Section 3(b) below with respect to any Registrable Securities that are excluded by reason of (i) the Staff
limiting the number of Registrable Securities that may be sold pursuant to a registration statement (provided that the
Company continues to use commercially reasonable efforts to register such Reduction Securities for resale by other available
means) or (ii) such Holder failing to provide to the Company information concerning the Holder and the manner of distribution
of the Holder’s Registrable Securities that is required by the SEC or in response to SEC comments to be disclosed in a
registration statement utilized in connection with the registration of registrable securities. Notwithstanding anything
herein to the contrary, if the Commission limits the Company’s ability to file, or prohibits or delays the filing of a
new registration statement, the Company’s compliance with such limitation, prohibition or delay solely to the extent of
such limitation, prohibition or delay shall not be deemed a failure by the Company to use commercially reasonable efforts as
set forth above or elsewhere in this Agreement and shall not require the payment of any liquidated damages by the Company
under this Agreement.


 






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(b) Liquidated
Damages. If a Registration Event occurs, then the Company will make payments to each Holder of Registrable Securities, as
liquidated damages to such Holder by reason of the Registration Event, a cash sum calculated at a rate of twelve percent (12%)
per annum of the total of the following, to the extent applicable to such Holder: (i) if the Holder purchased Registrable Securities
pursuant to a Subscription Agreement, the aggregate purchase price paid by such Holder pursuant to the Subscription Agreement
for the Registrable Securities held by such Holder as of the date of such Registration Event, or (ii) if the Holder is a Holder
of Warrant Shares, Merger Shares or Registrable Pre-Merger Shares, the product of $3.00 (as adjusted for stock splits, stock dividends,
combinations, recapitalizations or similar events) multiplied by the number of Warrant Shares, Merger Shares or Registrable Pre-Merger
Shares held by such Holder as of the date of such Registration Event, but in the case of each of clauses (i) and (ii) above, only
with respect to such Holder’s Registrable Securities that are affected by such Registration Event and only for the applicable
Registration Default Period. Notwithstanding the foregoing, (i) the maximum amount of liquidated damages that may be paid by the
Company pursuant to this Section 3(b) shall be an amount equal to five percent (5%) of the applicable foregoing amounts described
in clauses (i) and (ii) in the preceding sentence with respect to such Holder’s Registrable Securities that are affected
by all Registration Events in the aggregate, and (ii) no penalties shall accrue with respect to any Registrable Securities removed
from the Registration Statement in response to a comment from the Staff limiting the number of shares of Registrable Securities
which may be included in the Registration Statement, or after the shares may be resold without volume or other limitations under
Rule 144 under the Securities Act or another exemption from registration under the Securities Act. For clarity, and by way of
example, if the sum of clauses (i) and (ii) for a specified Holder in the first sentence of this Section 3(b) is $10,000,000,
liquidated damages payable by the Company to such Holder by reason of one or more Registration Events affecting all Registrable
Securities of such Holder would accrue at a rate of twelve percent (12%) per annum until such time that all liquidated damages
payable to such Holder reached a cap of $500,000 in the aggregate for all Registration Events. Each payment of liquidated damages
pursuant to this Section 3(b) shall be due and payable in cash in arrears within five (5) days after the end of each full 30-day
period of the Registration Default Period until the termination of the Registration Default Period and within five (5) days after
such termination. Until the maximum amount of liquidated damages is paid, such payments shall constitute the Holder’s sole
and exclusive remedy for any Registration Event. The Registration Default Period shall terminate upon the earlier of such time
as the Registrable Securities that are affected by the Registration Event cease to be Registrable Securities or (i) the filing
of the Registration Statement in the case of clause (a) of the definition of Registration Event, (ii) the SEC Effective Date in
the case of clause (b) of the definition of Registration Event, (iii) the ability of the Holders to effect sales pursuant to the
Registration Statement in the case of clause (c) of the definition of Registration Event, and (iv) the listing or inclusion and/or
trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (d) of the definition of Registration
Event; provided, that in the event of a cure of one or more of the Registration Events described in clauses (i)-(iv) above when
a separate Registration Event shall be continuing, the Registration Default Period shall continue until all such Registration
Events have ceased. The amounts payable as liquidated damages pursuant to this Section 3(b) shall be payable in lawful money of
the United States.


 






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(c) Other
Limitations. Notwithstanding the provisions of Section 3(b) above, if the Commission does not declare the Registration
Statement effective on or before the Registration Effectiveness Date, and the reason for the Commission’s determination
is that (i) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company,
(ii) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or
(iii) a Holder of any Registrable Securities must be named as an underwriter and such Holder does not consent to be so named
in the Registration Statement, the Holders shall not be entitled to liquidated damages with respect to the Registrable
Securities not registered; provided that the Company continues to use its commercially reasonable efforts at the first
opportunity that is permitted by the Commission to register for resale all such Registrable Securities, using one or more
registration statements that it is then entitled to use. The Company shall use its commercially reasonable efforts to cause
each such registration statement to be declared effective under the Securities Act as soon as possible, and shall use its
commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act during
the entire Effectiveness Period. Notwithstanding the foregoing, the Company shall be entitled to suspend the effectiveness of
such Registration Statement at any time prior to the expiration of the Effectiveness Period for the reasons and time periods
during a Blackout Period. No liquidated damages shall accrue or be payable to any Holder with respect to any Registrable
Securities that are excluded by reason of the Staff limiting the number of Registrable Securities that may be sold pursuant
to a registration statement; provided that the Company continues to use commercially reasonable efforts to register such
Registrable Securities for resale by other available means. Notwithstanding anything herein to the contrary, if the
Commission limits the Company’s ability to file, or prohibits or delays the filing of a new registration statement, the
Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or
delay shall not be deemed a failure by the Company to use commercially reasonable efforts as set forth above or elsewhere in
this Agreement and shall not require the payment of any liquidated damages by the Company under this Agreement.


 


(d) Secondary
Offering. If the Company receives a written notice from a Holder or Holders of the Registrable Securities then
outstanding (the “Requesting Holders”) that they desire to distribute Registrable Securities held
by them (or a portion thereof) of at least (i) 3,000,000 shares of Registrable Securities (as adjusted for any stock split,
dividend, combination or other recapitalization from the date hereof) or (ii) an estimated market value of at least
$10,000,000, in either case by means of an underwritten offering or a block trade (a “Secondary
Offering”), the Company shall: (i) use commercially reasonable efforts to promptly engage one or more
underwriter(s) or investment bank(s) to conduct such Secondary Offering; and (ii) promptly give notice of such Secondary
Offering (each such request shall be referred to herein as a “Demand Takedown”) at least ten (10)
Business Days prior to the anticipated filing date of the prospectus or supplement relating to such Secondary Offering to the
other Holders and thereupon shall use its commercially reasonable efforts to effect, as expeditiously as possible, the
offering in such Secondary Offering of: (A) subject to the restrictions set forth in this Section 3(d), all Registrable
Securities for which the Requesting Holders have requested to be included in such Secondary Offering, and (B) subject to the
restrictions set forth in this Section 3(d), all other Registrable Securities that any other Holders (all such other Holders,
together with the Requesting Holders, the “Selling Holders”) have requested the Company to offer in
such Secondary Offering by request received by the Company within five (5) Business Days after the Company has delivered
notice of the Demand Takedown, all to the extent necessary to permit the disposition (in accordance with the intended methods
thereof as aforesaid) of the Registrable Securities so to be offered. The Company shall only be required to effectuate one
Secondary Offering within any six-month period. The underwriter(s) or investment bank(s) will be selected by the Holders of a
majority of the Registrable Securities held by all Holders providing such notice and reasonably acceptable to the Company
(such approval not to be unreasonably conditioned, withheld or delayed). All Holders proposing to distribute their securities
through such Secondary Offering shall enter into an underwriting agreement or other agreement(s), including, if requested by
the managing underwriter or investment bank, any lock-up or market standoff agreements, in customary form with the
underwriter(s) or investment bank(s) selected for such Secondary Offering as may be mutually agreed upon among the Company,
the underwriter(s) or investment bank(s) and Holders of a majority of the Registrable Securities to be offered in such
Secondary Offering. In connection with a Secondary Offering, the Company shall enter into and perform its obligations under
an underwriting agreement or other agreement(s), in usual and customary form as may be mutually agreed upon among the
Company, the underwriter(s) or investment bank(s) and the Holders of a majority of the Registrable Securities to be included
in such Secondary Offering. Notwithstanding any other provision of this Section 3(d), if the managing underwriter in good
faith advises the Selling Holders and the Company in writing that the inclusion of all Registrable Securities proposed to be
included by the Selling Holders would materially and adversely interfere with the successful marketing of such offering, then
the number of shares, including the Registrable Securities, that may be included in such Secondary Offering shall be
allocated among such Holders of Registrable Securities, and any other holders of shares, as follows: (i) first, the
Registrable Securities to be included in such Secondary Offering by the Selling Holders in proportion (as nearly as
practicable) to the number of Registrable Securities proposed to be sold by each such Selling Holder or in such other
proportion as shall mutually be agreed to by all such Selling Holders; and (ii) second to the Company, if the Company desires
to sell any shares of Common Stock or other securities in such offering and (iii) third to all other holders of securities
included in the Secondary Offering. The provisions of this Section 3(d) shall apply, mutatis mutandis, to any future
registration rights agreements entered into by the Company such that the Company shall be required to give notice of a
Secondary Offering (or equivalent term) under such other registration rights agreement to Holders and permit Holders to
participate in such Secondary Offering as Selling Holders.


 






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		(e)	Piggyback Registrations.



 


(i) With
respect to any Registrable Securities not otherwise included in a Registration Statement pursuant to Section 3(a) as a result
of any limitation imposed by the Staff, or otherwise (the “Excluded Registrable Securities”),
whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other
shareholders) any of its securities under the Securities Act (other than pursuant to (i) a Registration Statement pursuant to
Section 3(a) hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms
thereto), and the registration form to be used may be used for the registration of Registrable Securities, the Company will
give written notice to each holder of Excluded Registrable Securities of its intention to effect such a registration and
will, subject to the provisions of Subsection 3(e)(ii) hereof, include in such registration all Excluded Registrable
Securities with respect to which the Company has received a written request for inclusion therein within twenty (20) days
after the receipt of the Company’s notice (a “Piggyback Registration”).


 


(ii) If
a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and
the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included
in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the
offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included
in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included
in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement
by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration
rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement.


 




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(iii) Notwithstanding
the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration
Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration
of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded
Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its
obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of a determination
to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay
in registering such other securities.


 


4. Registration
Procedures. The Company will keep each Holder reasonably advised as to the filing and effectiveness of the Registration Statement.
At its expense with respect to the Registration Statement, the Company will:


 


(a) subject
to compliance with Section 5(b), prepare and file with the Commission with respect to the Registrable Securities, the Registration
Statement in accordance with Section 3(a) hereof, and use its commercially reasonable efforts to cause such Registration Statement
to become effective and to remain effective for the Effectiveness Period;


 


(b) not
name any Holder in the Registration Statement as an underwriter without that Holder’s prior written consent;


 


(c) provide any
Holder, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney, accountant or
other agent retained by any Holder or underwriter (each, an “Inspector” and, collectively, the “Inspectors”),
the reasonable opportunity to review and comment on such Registration Statement, each prospectus included therein or filed with
the Commission and each amendment or supplement thereto;


 


(d) for
a reasonable period prior to the filing of the Registration Statement pursuant to this Agreement, make available for inspection
and copying by the Inspectors such financial and other information and books and records, pertinent corporate documents and properties
of the Company and its subsidiaries and cause the officers, directors, employees, counsel and independent certified public accountants
of the Company and its subsidiaries to respond to such inquiries and to supply all information reasonably requested by any such
Inspector in connection with such Registration Statement, as shall be reasonably necessary to conduct a reasonable investigation
within the meaning of the Securities Act;


 


(e) if
the Registration Statement or any post-effective amendment thereto is subject to review by the Commission, promptly respond to
all comments, diligently pursue resolution of any comments to the satisfaction of the Commission and file all amendments and supplements
to such Registration Statement as may be required to respond to comments from the Commission and otherwise to enable such Registration
Statement to be declared effective;


 


(f) during
the Effectiveness Period, prepare and file with the Commission such amendments and supplements to such Registration Statement
as may be necessary to keep such Registration Statement continuously effective, current and up-to-date for the applicable
time period required hereunder and, if applicable, file any Registration Statement pursuant to Rule 462(b) under the
Securities Act; cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented
to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act;


 






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(g) not
less than seven (7) Trading Days prior to filing the Registration Statement or any related prospectus or any amendment or supplement
thereto, the Company shall furnish to the Holders (or, if so specified by any Holder, legal counsel to such Holder) copies of or
a link to all such documents proposed to be filed (other than those incorporated by reference) and duly consider in good faith
any comments received from the Holders (or from legal counsel to such Holders, as applicable);


 


(h) furnish,
without charge, to each Holder of Registrable Securities covered by such Registration Statement (i) a reasonable number of copies
of such Registration Statement (including any exhibits thereto other than exhibits incorporated by reference), each amendment and
supplement thereto as such Holder may reasonably request, (ii) such number of copies of the prospectus included in such Registration
Statement (including each preliminary prospectus and any other prospectus filed under Rule 424 of the Securities Act) as such Holders
may reasonably request, in conformity with the requirements of the Securities Act, and (iii) such other documents as such Holder
may reasonably require to consummate the disposition of the Registrable Securities owned by such Holder, but only during the Effectiveness
Period; provided that the Company shall have no obligation to furnish any document pursuant to this clause that is available on
the Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system;


 


(i) use
its reasonable best efforts to register or qualify the securities covered by such Registration Statement under such other applicable
securities laws of such jurisdictions within the United States, including Blue Sky laws, as any Holder of Registrable Securities
covered by such Registration Statement reasonably requests and as may be reasonably necessary for the marketability of the Registrable
Securities (such request to be made by the time the applicable Registration Statement is deemed effective by the Commission) and
do any and all other acts and things reasonably necessary to enable such Holder to consummate the disposition in such jurisdictions
of the Registrable Securities owned by such Holder; provided, that the Company shall not be required to (i) qualify generally
to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or (ii) consent to
general service of process in any such jurisdiction where it has not already done so;


 


(j) as promptly
as practicable after becoming aware of any event, notify each Holder of Registrable Securities at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, of the happening of any event that will, after the occurrence of
such event, cause the prospectus included in such Registration Statement, if not amended or supplemented, to contain an untrue
statement of a material fact or an omission to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading and the Company shall promptly thereafter
prepare and furnish to such Holder a supplement or amendment to such prospectus (or prepare and file appropriate reports under
the Exchange Act) so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not
contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they were made, not misleading, unless suspension of
the use of such prospectus otherwise is authorized herein or in the event of a Blackout Period, in which case no supplement or
amendment need be furnished (or Exchange Act filing made) until the termination of such suspension or Blackout Period; provided
that any and all information provided to the Holder pursuant to such notification shall remain confidential to each Holder until
such information otherwise becomes public, unless disclosure by a Holder is required by law;


 






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(k) comply,
and continue to comply during the Effectiveness Period, in all material respects with the Securities Act and the Exchange Act and
with all applicable rules and regulations of the Commission with respect to the disposition of all securities covered by such Registration
Statement;


 


(l) as
promptly as practicable after becoming aware of such event, notify each Holder of Registrable Securities being offered or sold
pursuant to the Registration Statement of the issuance by the Commission or any other federal or state governmental authority of
any stop order or other suspension of effectiveness of the Registration Statement or the initiation of any proceedings for that
purpose;


 


(m) use
commercially reasonable efforts to obtain all other approvals, consents, exemptions or authorizations from such governmental agencies
or authorities as may be necessary to enable the Holders and underwriters to consummate the disposition of Registrable Securities;


 


(n) enter
into customary agreements (including any underwriting agreements in customary form, including any representations and warranties
and lock-up provisions therein), and take such other actions as may be reasonably required in order to expedite or facilitate the
disposition of Registrable Securities;


 


(o) use
its commercially reasonable efforts to furnish, or cause to be furnished, on the date that such Registrable Securities are delivered
to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of
the counsel representing the Company for the purposes of such registration, in form and substance reasonably acceptable to the
managing underwriter, addressed to the underwriters and (ii) a “comfort” letter dated as of such date, from the independent
certified public accountants of the Company, in form and substance reasonably acceptable to the managing underwriter, addressed
to the underwriters;


 


(p) use
commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and make available to its
shareholders, as soon as reasonably practicable, but no later than sixteen (16) months after the effective date of any Registration
Statement (as defined in Rule 168(c) under the Securities Act), an earnings statement that satisfies the provisions of Section
11(a) of the Securities Act and Rule 158 thereunder;


 


(q) provide
officers’ certificates and other customary closing documents;


 


(r) use
its commercially reasonable efforts to cause the shares of Common Stock to be quoted or listed on an Approved Market;


 


(s)
cooperate with each Holder and each underwriter participating in the disposition of such Registrable Securities and
underwriters’ counsel in connection with any filings required to be made with the Financial Industry Regulatory
Authority (“FINRA”) and


 







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(t)
use its commercially reasonable efforts to:


 


(i) cause
a FINRA-registered broker-dealer (the “Market Maker”) to sponsor the Common Stock and to file with FINRA,
no later than fifteen (15) days after the Registration Statement is initially filed with the Commission, a Form 211 together with
the required documentation and information in connection therewith, to respond promptly to any requests from FINRA for additional
information in connection therewith (and the Company will cooperate and promptly respond to requests from the Market-Maker in fulfillment
thereof), and to have the Market Maker cleared by FINRA to initiate quotation of the Common Stock on an Approved Market at the
earliest practicable date after the filing of the Form 211; and


 


(ii) cause
the Common Stock to be DTC-, DWAC- and DRS-eligible no later than the initiation of quotation of the Common Stock on an Approved
Market.


 


(u) cause
appropriate officers as are reasonably requested by a managing underwriter or investment bank to participate in a “road show”
or similar marketing effort being conducted by such underwriter with respect to an underwritten public offering;


 


(v) provide
a transfer agent and registrar that is/are registered with the Commission, which may be a single entity, for the shares of Common
Stock at all times, and cooperate with the Holders to facilitate the timely preparation and delivery of the Registrable Securities
to be delivered to a transferee pursuant to a resale of Registrable Securities pursuant to the Registration Statement (whether
electronically or in certificated form) which Registrable Securities shall be free, to the extent permitted by the applicable Subscription
Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in
such names as any such Holders may request;


 


(w) cooperate
with the Holders of Registrable Securities being offered pursuant to the Registration Statement to issue and deliver, or cause
its transfer agent to issue and deliver, evidence of book-entry positions representing Registrable Securities to be offered pursuant
to the Registration Statement within a reasonable time after the delivery of evidence of book-entry positions representing the
Registrable Securities to the transfer agent or the Company, as applicable, and enable such positions to be in such denominations
or amounts as the Holders may reasonably request and registered in such names as the Holders may request;


 


(x) notify the
Holders, the Placement Agents and their counsel as promptly as reasonably possible and (if requested by any such Person) confirm
such notice in writing no later than one (1) Trading Day following the day: (i)(A) when a Prospectus or any prospectus supplement
or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company
whether there will be a “no review,” “review” or a “completion of a review” of such Registration
Statement and whenever the Commission comments in writing on such Registration Statement (in which case the Company shall provide
true and complete copies thereof and all written responses thereto to each of the Holders that pertain to the Holders as a selling
stockholder, but not information which the Company believes would constitute material and non-public information); and (C) with
respect to the Registration Statement or any post-effective amendment, when the same has been declared effective, provided, however,
that such notice under this clause (C) shall be delivered to each Holder; (ii) during the Effectiveness Period, of any request
by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement
or prospectus or for additional information that pertains to the Holders as selling stockholders; or (iii) during the Effectiveness
Period, of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from
qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding
for such purpose;


 






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(y) during
the Effectiveness Period, refrain from bidding for or purchasing any Common Stock or any right to purchase Common Stock or attempting
to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of
the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M of the Exchange Act;


 


(z) use
its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or
suspending the effectiveness of a Registration Statement or suspending or preventing the use of any related prospectus, or (ii)
any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction,
at the earliest practicable moment;


 


(aa) use commercially
reasonable efforts to assist a Holder in facilitating any sales (including but not limited to private sales) or other transfers
of Registrable Securities by, among other things, providing officers’ certificates and other customary closing documents
reasonably requested by a Holder;


 


(bb) cooperate with
any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate
Financing Department pursuant to FINRA Rule 5110, as requested by any such Holder, and the Company shall pay the filing fee required
by such filing within two (2) Trading Days of the request therefor;


 


(cc) cause legal
counsel to the Company, at the Company’s expense, to issue to the transfer agent for the Common Stock, within one (1) Trading
Day after the SEC Effective Date, or as soon as practicable thereafter, a “blanket” legal opinion in customary form
to the effect that the shares covered by the Registration Statement have been registered for resale under the Securities Act and
may be reissued upon resale by each selling stockholder named in the registration Statement without any legend or restriction relating
to their status as “restricted securities” as defined in Rule 144; provided that such legal counsel shall have received
such documentation reasonably deemed necessary by it to issue such opinion; and


 


(dd) take all other
commercially reasonable actions necessary to enable, expedite or facilitate the Holders to dispose of the Registrable Securities
by means of the Registration Statement contemplated hereby during the Term.


 






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		5.	Obligations of the Holders.



 


(a) At any
time, and from time to time, after the Registration Effectiveness Date, the Company may notify one or more of the Holders (in
each case, the “Specified Holders”) in writing (each, a “Suspension Notice”) of
the happening of: (i) any event of the kind described in Section 4(j) or (l); (ii) any Blackout Period; or (iii) only with
respect to a Holder who is an “insider” covered by such program, any suspension by the Company, pursuant to a
written insider trading compliance program adopted by the Company’s Board of Directors, of the ability of all
“insiders” covered by such program to transact in the Company’s securities because of the existence of
material non-public information (each, a “Suspension Event”). Upon receipt of any Suspension
Notice, each Specified Holder shall as promptly as practicable discontinue disposition of such Holder’s Registrable
Securities covered by the Registration Statement until such Specified Holder receives the supplemented or amended prospectus
contemplated by Section 4(j), such blackout period shall have terminated or the restriction on the ability of
“insiders” to transact in the Company’s securities is removed, as applicable, and, if so directed by the
Company, each such Specified Holder will deliver to the Company (at the Company’s expense) all copies, other than
permanent file copies then in such Specified Holder’s possession, of the most recent prospectus covering such Specified
Holder’s Registrable Securities at the time of receipt of such Suspension Notice. The foregoing right to delay or
suspend may be exercised by the Company for no longer than seventy-five (75) Trading Days in any consecutive 12-month period
(and for the avoidance of doubt, if the delay or suspension relates to a Blackout Period, the period of delay or suspension
shall also count against the maximum number of days for Blackout Periods in the definition of such term).


 


(b) The
Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company in connection
with the preparation of the Registration Statement, including amendments and supplements thereto, in order to effect the registration
of any Registrable Securities under the Securities Act pursuant to Section 3(a) of this Agreement and in connection with the Company’s
obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached
to this Agreement as Annex A (a “Selling Securityholder Questionnaire”).


 


(c) Each
Holder, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company
in connection with the preparation and filing of the Registration Statement hereunder, unless such Holder has notified the Company
in writing of its election to exclude all of its Registrable Securities from such Registration Statement.


 


6. Registration
Expenses. The Company shall pay all expenses arising from or incident to the performance of, or compliance with, this
Agreement, including, without limitation, (i) the Commission, stock exchange, OTC Markets Group, FINRA and other registration
and filing fees, (ii) rating agencies fees, (iii) all fees and expenses incurred in connection with complying with any
securities or blue sky laws (including reasonable and documented fees, charges and disbursements of counsel in connection
with blue sky qualifications of the Registrable Securities), (iv) all printing (including financial printer), messenger and
delivery expenses, (v) the fees, charges and disbursements of counsel to the Company and of its independent public
accountants and any other accounting and legal fees, charges and expenses incurred by the Company (including any expenses
arising from any special audits or “comfort letters” required in connection with or incident to any
registration), (vi) the fees, charges and disbursements of any special experts retained by the Company in connection with any
registration pursuant to the terms of this Agreement, (vii) all internal expenses of the Company (including all salaries and
expenses of its officers and employees performing legal or accounting duties), (viii) the fees and expenses incurred in
connection with the listing of the Registrable Securities on any securities exchange, (ix) Securities Act liability insurance
(if the Company elects to obtain such insurance), regardless of whether a Registration Statement filed in connection with
such registration is declared effective and (x) reasonable and documented fees, charges and disbursements of a single counsel
to the Holders selected by the Company and reasonably acceptable to the Holders of at least a majority of the Registrable
Securities, in an amount not to exceed $35,000; provided, that, in any underwritten registration, the Company shall
have no obligation to pay any underwriting discounts, selling commissions or transfer taxes attributable to the Registrable
Securities being sold by the Holders thereof, which underwriting discounts, selling commissions and transfer taxes shall be
borne by such Holders. Except as provided in this Section 6 and Section 8 of this Agreement, the Company shall not be
responsible for the expenses of any attorney or other advisor employed by a Holder or for any other fees, disbursements and
expenses incurred by Holders not specifically agreed to in this Agreement.


 






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7. Assignment
of Rights. No Holder may assign its rights under this Agreement to any party without the prior written consent of the Company;
provided, however, that any Holder may assign its rights under this Agreement without such consent (a) to a Permitted
Assignee with respect to the Registrable Securities transferred to such Permitted Assignee (which Registrable Securities continue
to constitute Restricted Common Stock following such assignment) as long as (i) such transfer or assignment is effected in accordance
with applicable securities laws; (ii) such transferee or assignee agrees in writing to become bound by and subject to the terms
of this Agreement; and (iii) such Holder notifies the Company in writing of such transfer or assignment, stating the name and address
of the transferee or assignee and identifying the Registrable Securities with respect to which such rights are being transferred
or assigned; or (b) as otherwise permitted under the applicable Subscription Agreement. The Company may not assign this Agreement
or any rights or obligations hereunder without the prior written consent of the Majority Holders (other than by merger or consolidation
or to an entity which acquires the Company including by way of acquiring all or substantially all of the Company’s assets,
which shall not require such consent).


 


		8.	Indemnification.



 


(a) To the fullest
extent permitted by applicable law, the Company shall, and hereby does, indemnify and hold harmless, to the fullest extent permitted
by law, each Holder, its affiliates, directors, officers, stockholders, members, managers, partners, employees and agents and
each other person, if any, who controls or is under common control with such Holder within the meaning of Section 15 of the Securities
Act (collectively, the “Holder Indemnified Parties”), against any and all losses, claims, damages, liabilities,
costs, expenses, judgments, fines, penalties, charges and amounts paid in settlement (or actions or proceedings, whether commenced
or threatened, in respect thereof) (collectively, “Losses”) that arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in any registration statement prepared and filed by
the Company under which Registrable Securities were registered under the Securities Act, any preliminary prospectus, free writing
prospectus as defined under Rule 433(d) of the Securities Act (“Free Writing Prospectus”), any “testing-the-water”
communication that is a written communication within the meaning of Rule 405 under the Securities Act (“Testing the
Water Communication”), any road show communication as defined in Rule 433(h) under the Securities Act (“Road
Show Communication”), final prospectus or summary prospectus contained therein, or any amendment or supplement thereto,
or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated or necessary
to make the statements therein in light of the circumstances in which they were made not misleading, and the Company shall reimburse
the Holder Indemnified Parties for any legal or any other expenses reasonably incurred by them in connection with investigating,
defending or settling any such loss, claim, damage, liability, action or proceeding; provided, however, that the
Company shall not be liable in any such case (i) to the extent, but only to the extent, that any such loss, claim, damage, liability
(or action or proceeding in respect thereof) or expense arises out of or is based upon (x) an untrue statement in or omission
from such registration statement, any such preliminary prospectus, Free Writing Prospectus, Testing the Water Communication, Road
Show Communication, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written
information included in the Selling Securityholder Questionnaire, attached hereto as Annex A, furnished by a Holder or its representative
(acting on such Holder’s behalf) to the Company expressly for use in the preparation thereof or (y) the failure of a Holder
to comply with the covenants and agreements contained in Section 5 hereof respecting the sale of Registrable Securities. Such
indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified
Parties and shall survive the transfer of such shares by the Holder.


 






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(b) As
a condition to including Registrable Securities in the registration statement filed pursuant to this Agreement, each Holder agrees,
severally and not jointly, to be bound by the terms of this Section 8 and to indemnify and hold harmless, to the fullest extent
permitted by law, the Company, each of its directors, officers, partners, and each underwriter, if any, and each other person,
if any, who controls the Company within the meaning of Section 15 of the Securities Act, against any Losses, insofar as such Losses
arise out of or are based upon any untrue statement of a material fact contained in any registration statement, any preliminary
prospectus, Free Writing prospectus, Testing the Water Communication, Road Show Communication, final prospectus, summary prospectus,
amendment or supplement thereto, or arise out of or are based upon the omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue
statement or omission is included or omitted in reliance upon and in conformity with written information included in the Selling
Securityholder Questionnaire, attached hereto as Annex A, furnished by the Holder or its representative (acting on such Holder’s
behalf) to the Company expressly for use in the preparation thereof, and such Holder shall reimburse the Company, and its directors,
officers, partners, and any such controlling persons for any legal or other expenses reasonably incurred by them in connection
with investigating, defending, or settling any such loss, claim, damage, liability, action, or proceeding; provided, however,
that the indemnity obligation contained in this Section 8(b) shall in no event exceed the amount of the net proceeds received by
such Holder as a result of the sale of such Holder’s Registrable Securities pursuant to such registration statement. Such
indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such
director, officer or controlling person and shall survive the transfer by any Holder of such shares.


 


(c) Promptly
after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to
in this Section 8 (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party, give written notice to the indemnifying party of the commencement of such action; provided, however,
that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its
obligations under this Section 8, except to the extent that the indemnifying party is actually prejudiced by such failure to
give notice in any material respect. In case any such action is brought against an indemnified party, unless in the
reasonable judgment of counsel to such indemnified party a conflict of interest between such indemnified party and
indemnifying parties may exist or the indemnified party may have defenses not available to the indemnifying party in respect
of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any
legal or other expenses subsequently incurred by the latter in connection with the defense thereof, unless in such
indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises
in respect of such claim or the indemnified party may have defenses not available to the indemnifying party in respect of
such claim after the assumption of the defenses thereof or the indemnifying party fails to defend such claim in a diligent
manner, other than reasonable costs of investigation. Neither an indemnified party nor an indemnifying party shall be liable
for any settlement of any action or proceeding effected without its consent (which shall not be unreasonably withheld or
delayed). No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or
enter into any settlement, which does not include as an unconditional term thereof the giving by the claimant or plaintiff to
such indemnified party of a release from all liability in respect of such claim or litigation. Notwithstanding anything to
the contrary set forth herein, and without limiting any of the rights set forth above, in any event any party shall have the
right to retain, at its own expense, counsel with respect to the defense of a claim. Each indemnified party shall furnish
such information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as
shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.


 






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(d) If
an indemnifying party does not or is not permitted to assume the defense of an action pursuant to Section 8(c) or in the case of
the expense reimbursement obligation set forth in Sections 8(a) and 8(b), the indemnification required by Sections 8(a) and 8(b)
shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are
received or Losses are incurred.


 


(e) If the indemnification
provided for in Section s 8(a) and 8(b) is held by a court of competent jurisdiction to be unavailable to an indemnified party
with respect to any loss, liability, claim, damage or expense referred to herein, the indemnifying party, in lieu of indemnifying
such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such
loss, liability, claim, damage or expense (i) in such proportion as is appropriate to reflect the proportionate relative fault
of the indemnifying party on the one hand and the indemnified party on the other (determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission relates to information supplied by the indemnifying
party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such untrue statement or omission), or (ii) if the allocation provided by clause (i) above is not permitted by applicable
law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, then in such proportion as is appropriate
to reflect not only the proportionate relative fault of the indemnifying party and the indemnified party, but also the relative
benefits received by the indemnifying party on the one hand and the indemnified party on the other, as well as any other relevant
equitable considerations. Notwithstanding any other provision of this Section 8(e), no Holder shall be required to contribute
any amount in excess of the amount by which the net proceeds received by such Holder from the sale of the Registrable Securities
pursuant to the Registration Statement exceeds the amount of damages that such Holder has otherwise been required to pay by reason
of such untrue or alleged untrue statement of a material fact or omission, except in the case of fraud or willful misconduct.
No indemnified party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution from any indemnifying party who was not guilty of such fraudulent misrepresentation.


 




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(f) The
indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the indemnifying parties
may have to the indemnified parties and are not in diminution or limitation of the indemnification provisions under the applicable
Subscription Agreement.


 


9. (a)
Rule 144. The Company shall file with the Commission “Form 10 information” (as defined in Rule 144(i)(3) under
the Securities Act) reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1)(i) as promptly as
practicable following the closing of the Merger. Following the Effective Date, the Company will use its commercially reasonable
efforts to timely file all reports required to be filed by the Company after the date hereof under the Exchange Act and the rules
and regulations adopted by the Commission thereunder, and if the Company is not required to file reports pursuant to such sections,
it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c) such information as is required
for the Holders to sell shares of Common Stock under Rule 144.


 


(b) Stock
Exchange Listing. The Company shall use commercially reasonable efforts to cause the Common Stock to be registered under Section
12(b) of the Exchange Act and listed on the Nasdaq Stock Market or the New York Stock Exchange as soon as practicable after the
Company meets all of the applicable listing criteria for any tier of such stock exchanges. Except as otherwise provided herein,
all expenses in connection with the matters contemplated by this Section 9(b) shall be borne by the Company.


 


		10.	Miscellaneous.



 


(a) Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the
State of New York, both substantive and remedial, without regard to New York conflicts of law principles. Any judicial proceeding
brought against either of the parties to this Agreement or any dispute arising out of this Agreement or any matter related hereto
shall be brought in the state or federal courts of the State of New York, New York County, and, by its execution and delivery of
this Agreement, each party to this Agreement accepts the jurisdiction of such courts. The foregoing consent to jurisdiction shall
not be deemed to confer rights on any person other than the parties to this Agreement.


 


(b) Remedies.
Except as otherwise specifically set forth herein with respect to a Registration Event, in the event of a breach by the Company
or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, in
addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, shall
be entitled to seek specific performance of its rights under this Agreement. Except as otherwise specifically set forth herein
with respect to a Registration Event, the Company and each Holder agree that monetary damages would not provide adequate compensation
for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that,
in the event of any action for specific performance in respect of such breach, it shall not assert or shall waive the defense that
a remedy at law would be adequate.


 


(c) Successors
and Assigns. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon,
the successors, Permitted Assignees, executors and administrators of the parties hereto.


 




    19


     


    

 


(d) No
Inconsistent Agreements. The Company has not entered, as of the date hereof, and shall not enter, on or after the date of this
Agreement, into any agreement with respect to its securities that would have the effect of impairing the rights granted to the
Holders in this Agreement or otherwise conflicts with the provisions hereof.


 


(e) Entire
Agreement. This Agreement and the documents, instruments and other agreements specifically referred to herein or delivered
pursuant hereto (including the Subscription Agreements) constitute the full and entire understanding and agreement between the
parties with regard to the subjects hereof.


 


(f) Notices,
etc. All notices, consents, waivers, and other communications which are required or permitted under this Agreement shall be
in writing will be deemed given to a party (a) upon receipt, when personally delivered; (b) one (1) Business Day after deposit
with a nationally recognized overnight courier service with next day delivery specified, costs prepaid on the date of delivery,
if delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (c) the
time of transmission if sent by facsimile or e-mail with confirmation of transmission by the transmitting equipment if such notice
or communication is delivered prior to 5:00 P.M., New York City time, on a Trading Day, or the next Trading Day after the date
of transmission, if such notice or communication is delivered on a day that is not a Trading Day or later than 5:00 P.M., New York
City time, on any Trading Day, provided confirmation of facsimile is mechanically or electronically generated and kept on file
by the sending party and confirmation of email is kept on file, whether electronically or otherwise, by the sending party and the
sending party does not receive an automatically generated message from the recipients email server that such e-mail could not be
delivered to such recipient; (d) the date received or rejected by the addressee, if sent by certified mail, return receipt requested,
postage prepaid; or (e) seven (7) days after the placement of the notice into the mails (first class postage prepaid), to the party
at the address, facsimile number, or e-mail address furnished by the such party,


 


If to the Company, to:


 


Augmedix, Inc.


1161 Mission Street, Suite #LL


San Francisco, California 94103


Attention: Manny Krakaris


Email: [*]


 


with copy to:


 


Fenwick & West LLP


801 California Street


Mountain View, CA 94041


Attention: Michael Esquivel, Ethan Skerry, Nicolas
Dumont


Email: [*]


 


if to a Holder, to:


 


such Holder at the address set forth on the signature
page hereto or in the Company’s records;


 


or at such other address as any party shall have furnished to
the other parties in writing in accordance with this Section 10(f).


 






    20


     


    

 


(g) Delays
or Omissions. No delay or omission to exercise any right, power or remedy accruing to any Holder, upon any breach or default
of the Company under this Agreement, shall impair any such right, power or remedy of such Holder nor shall it be construed to be
a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereunder occurring; nor
shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.
Any waiver, permit, consent or approval of any kind or character on the part of any Holder of any breach or default under this
Agreement, or any waiver on the part of any Holder of any provisions or conditions of this Agreement, must be in writing and shall
be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, or by law or
otherwise afforded to any holder, shall be cumulative and not alternative.


 


(h) Counterparts.
This Agreement may be executed in any number of counterparts, and with respect to any Purchaser, by execution of an Omnibus Signature
Page to this Agreement and the applicable Subscription Agreement, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one instrument. In the event that any signature is delivered
by facsimile transmission or by an e-mail, which contains a copy of an executed signature page such as a portable document format
(.pdf) file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile or e-mail of an executed signature page such as a .pdf signature
page were an original thereof.


 


(i) Severability.
In the case any provision of this Agreement shall be invalid, illegal or unenforceable, such provision shall be replaced with a
valid, legal and enforceable provision that as closely as possible reflects the parties’ intent with respect thereto, and
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


(j) Amendments.
Except as otherwise provided herein, the provisions of this Agreement may be amended at any time and from time to time, and particular
provisions of this Agreement may be waived, with and only with an agreement or consent in writing signed by the Company and the
Majority Holders; provided that this Agreement may not be amended and the observance of any term hereof may not be waived with
respect to any Holder without the written consent of such Holder if such amendment or waiver on its face materially and adversely
affects the rights of such Holder under this Agreement in a manner that is different than the other Holders. The Purchasers and
the Brokers acknowledge that by the operation of this Section 10(j), the Majority Holders may have the right and power to diminish
or eliminate all rights of the Purchasers and the Brokers under this Agreement.


 


(k) Independent
Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the
obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations
of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no
action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association,
a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert
or as a group or entity with respect to such obligations or the transactions contemplated by this Agreement or any other matters
and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not assert any such
claim, with respect to such obligations or transactions. Except as expressly provided herein, each Holder shall be entitled to
protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary
for any other Holder to be joined as an additional party in any proceeding for such purpose. The use of a single agreement with
respect to the obligations of the Company contained herein was solely in the control of the Company, not the action or decision
of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by
any Holder. Except as expressly provided herein, it is expressly understood and agreed that each provision contained in this Agreement
is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among
Holders.


 


(l) Subsequent
Registration Rights. The Company shall not enter into any agreement granting registration rights more favorable than the registration
rights set forth in this Agreement without the written consent of the Majority Holders.


 


[SIGNATURE PAGE FOLLOWS]


 




    21


     


    

 


This Registration Rights Agreement is hereby
executed as of the date first above written.


 


	THE COMPANY: AUGMEDIX, INC.	 
	 	 	 
	By:	          	 
	Name:  	 	 
	Title:	 	 


 


	PURCHASERS	 	 
	 	 	 
	See Omnibus Signature Pages to Subscription Agreement	 	 
	 	 	 
	REGISTRABLE PRE-MERGER STOCKHOLDER (INDIVIDUAL):	 	REGISTRABLE PRE-MERGER STOCKHOLDER (ENTITY):
	 	 	 
	 	 	 
	Print Name  	       	 	Print Name of Entity
	 	 	 	 	 
	 	 	By:	                  
	Signature	 	 	Name:  	  
	 	 	 	Title:	 
	 	 	 	 	 
	HOLDER OF MERGER SHARES (INDIVIDUAL):	 	HOLDER OF MERGER SHARES (ENTITY):
	 	 	 	 	 
	 	 	 	 
	Print Name	 	 	Print Name of Entity
	 	 	 	 	 
		 	 	By:	 
	Signature	 	 	Name:	 
	 	 	 	Title:	 
	 	 	 	 	 
	BROKER (INDIVIDUAL):	 	BROKER (ENTITY):
	 	 	 	 	 
	 	 	 
	Print Name	 	 	Print Name of Entity
	 	 	 	 	 
		 	 	By:	             
	Signature	 	 	Name:	 
	 	 	 	Title:	 


 


	All Holders: Address	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 




     


     


    

 


Schedule 1


 


Holders of Placement Agent Warrants


 


	Name	 	Number of Shares
	 	 	 
	 	 	 


 




     


     


    

 


Schedule 2


 


Holders of Merger Shares


 


	Name	 	Number of Shares
	 	 	 
	 	 	 


 




     


     


    

 


Schedule 2


 


Registrable Pre-Merger Stockholders


 


	Name	 	Number of Shares
	 	 	 
	 	 	 


 




     


     


    

 


Annex A


 


Augmedix, Inc.


 


Selling Securityholder Notice and Questionnaire


 


The undersigned beneficial owner of Registrable
Securities of Augmedix, Inc., a Delaware corporation (the “Company”), understands that the Company has filed
or intends to file with the U.S. Securities and Exchange Commission a registration statement (the “Registration Statement”)
for the registration and resale under Rule 415 of the Securities Act of 1933, as amended, of the Registrable Securities, in accordance
with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document
is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below.
All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.


 


Certain legal consequences arise from being
named as a selling security holder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial
owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named
or not being named as a selling security holder in the Registration Statement and the related prospectus.


 


NOTICE


 


The undersigned beneficial owner (the “Selling
Securityholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration
Statement.


 


The undersigned hereby provides the following
information to the Company and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


		1.	Name:



 


	 	(a)	Full Legal Name of Selling Securityholder
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	(b)	Full Legal Name of Registered Holder (holder of record) (if not the same as (a) above) through which Registrable Securities are held:
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 




     


     


    

 


	 	(c)	If you are not a natural person, full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by this Questionnaire):
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


		2.	Address for Notices to Selling Securityholder:



 


	 
	 
	 


 


	Telephone:  	________________________________________   	Fax:	_________________________________________


 


Email:____________________________________________


 


Contact Person ___________________________________________________________________________________


 


		3.	Broker-Dealer Status:



 


		(a)	Are you a broker-dealer?



 


Yes     ☐               No     ☐


 


		(b)	If “yes” to Section 3(a), did you receive
your Registrable Securities as compensation for investment banking services to the Company?



 


Yes     ☐               No     ☐


 


		Note:  	If “no” to Section 3(b), the Commission’s
staff has indicated that you should be identified as an underwriter in the Registration Statement.



 


		(c)	Are you an affiliate of a broker-dealer?



 


Yes     ☐               No     ☐


 


		(d)	If you are an affiliate of a broker-dealer, do you
certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the
Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute
the Registrable Securities?



 


Yes     ☐               No     ☐


 


		Note:  	If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter
in the Registration Statement.



 




    2


     


    

 


		4.	Beneficial Ownership of Securities of the Company Owned
by the Selling Securityholder:



 


Except as set forth below in this Item 4, the undersigned
is not the beneficial or registered owner of any securities of the Company.


 


		(a)	Please list the type (common stock, warrants, etc.)
and amount of all securities of the Company (including any Registrable Securities) beneficially owned1 by the Selling
Securityholder:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



 


		5.	Relationships with the Company:



 


	Except as set forth below, neither you nor (if you are a natural person) any member of your immediate family, nor (if you are not a natural person) any of your affiliates2, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.
	 
	State any exceptions here:
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 



 





 






		1	Beneficially Owned: A “beneficial owner” of a security includes any
                                                                                                     person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares
                                                                                                     (i) voting power, including the power to direct the voting of such security, or (ii) investment
                                                                                                     power, including the power to dispose of, or direct the disposition of, such security. In addition, a person is
                                                                                                     deemed to have “beneficial ownership” of a security of which such person has the right to acquire beneficial ownership at any time within 60 days, including, but
not limited to, any right to acquire such security: (i)
through the exercise of any option, warrant or right, (ii) through the conversion of any security or (iii) pursuant to the power
to revoke, or the automatic termination of, a trust, discretionary account or similar arrangement.



 




    3


     


    




 


It is possible that a security
may have more than one “beneficial owner,” such as a trust, with two co-trustees sharing voting power, and the settlor
or another third party having investment power, in which case each of the three would be the “beneficial owner” of
the securities in the trust. The power to vote or direct the voting, or to invest or dispose of, or direct the investment or disposition
of, a security may be indirect and arise from legal, economic, contractual or other rights, and the determination of beneficial
ownership depends upon who ultimately possesses or shares the power to direct the voting or the disposition of the security.


 


The final determination of the
existence of beneficial ownership depends upon the facts of each case. You may, if you believe the facts warrant it, disclaim beneficial
ownership of securities that might otherwise be considered “beneficially owned” by you.


 


		2	Affiliate: An “affiliate” is
a company or person that directly, or indirectly through one or more intermediaries, controls you, or is controlled by you, or
is under common control with you.



 





 



 


The undersigned agrees
to promptly notify the Company of any material inaccuracies or changes in the information provided herein that may occur subsequent
to the date hereof at any time while the Registration Statement remains effective; provided, that the undersigned shall not be
required to notify the Company of any changes to the number of securities held or owned by the undersigned or its affiliates.


 


By signing below,
the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion
of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned
understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration
Statement and the related prospectus and any amendments or supplements thereto.


 




    4


     


    

 


IN WITNESS WHEREOF the undersigned, by authority duly given,
has caused this Selling Securityholder Notice and Questionnaire to be executed and delivered either in person or by its duly authorized
agent.


 


	BENEFICIAL OWNER (individual)	 	BENEFICIAL OWNER (entity)
	 	 	 
	 	 	   
	Signature	 	Name of Entity
	 	 	 
	 	 	 
	Print Name	 	Signature
	 	 	 
		 	Print Name:   	                                
	Signature (if Joint Tenants or Tenants in Common)	 	 	
	 	 	 	 
	 	 	Title:	 


 


PLEASE E-MAIL A COPY OF THE COMPLETED AND EXECUTED SELLING
SECURITYHOLDER NOTICE AND QUESTIONNAIRE TO:


 


Fenwick & West
LLP


801 California Street


Mountain View, CA
94041


Attention: [*]


Email: [*]


 


 


5