Exhibit 10.14





 


 


 


 


 


 


 


 


 


 


 


AUGMEDIX, INC.


 


LOAN AND SECURITY AGREEMENT


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     


     


    




 


This LOAN AND SECURITY AGREEMENT (this
“Agreement”) is entered into as of June 11, 2015, by and between Comerica Bank (“Bank”) and AUGMEDIX, INC.
(“Borrower”).


 


RECITALS


 


Borrower wishes to obtain credit from time
to time from Bank, and Bank desires to extend credit to Borrower. This Agreement sets forth the terms on which Bank will advance
credit to Borrower, and Borrower will repay the amounts owing to Bank.


 


AGREEMENT


 


The parties agree as follows:


 


1. DEFINITIONS AND CONSTRUCTION.


 


1.1 Definitions. As
used in this Agreement, all capitalized terms shall have the definitions set forth on Exhibit A. Any term used in the
Code and not defined herein shall have the meaning given to the term in the Code.


 


1.2 Accounting
Terms. Any accounting term not specifically defined on Exhibit A shall be construed in accordance with GAAP and all
calculations shall be made in accordance with GAAP. The term “financial statements” shall include the accompanying notes
and schedules.


 


2. LOAN AND TERMS
OF PAYMENT.


 


2.1 Credit
Extensions.


 


(a) Promise
to Pay. Subject to and upon the terms and conditions of this Agreement, Borrower promises to pay to Bank, in lawful money
of the United States, the aggregate unpaid principal amount of all Credit Extensions made by Bank to Borrower, together with interest
on the unpaid principal amount of such Credit Extensions at rates in accordance with the terms hereof.


 


(b) Growth Capital Advances.


 


(i) Subject
to and upon the terms and conditions of this Agreement, Bank agrees to make Growth Capital Advances to Borrower. Borrower may request
Growth Capital Advances from the Closing Date through December 11, 2016. The aggregate amount of Growth Capital Advances shall
not exceed the Growth Capital Line.


 


(ii) Interest
shall accrue from the date of each Growth Capital Advance at the rate specified in the Pricing Addendum, and shall be payable in
accordance with Section 2.3(b) and on the terms set forth in the Pricing Addendum. Any Growth Capital Advances that are outstanding
on December 11, 2016 shall be payable in thirty (30) equal monthly installments of principal, plus all accrued interest, beginning
on January 11, 2017, and continuing on the same day of each month thereafter through the Growth Capital Maturity Date at which
time all Obligations owing from Borrower to Bank shall be due and payable in full. Growth Capital Advances, once repaid, may not
be reborrowed. Borrower may prepay any Growth Capital Advances without penalty or premium.


 


(iii) When
Borrower desires to obtain a Growth Capital Advance, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile
transmission to be received no later than 3:00 p.m. Pacific time three (3) Business Days before the day on which the Growth Capital
Advance is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized
Officer.


 


2.2 Intentionally
Omitted.


 






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2.3 Interest
Rates, Payments, and Calculations.


 


(a) Interest Rates
for Growth Capital Advances. The Growth Capital Advances shall bear interest, on the outstanding daily balance thereof, on
the terms set forth in the Pricing Addendum attached hereto as Exhibit E.


 


(b) Payments.
Bank shall, at its option, charge such interest, all Bank Expenses, and all Periodic Payments against any of Borrower’s deposit
accounts or against the Growth Capital Line, in which case those amounts shall thereafter accrue interest at the rate then applicable
hereunder. Any interest not paid when due shall be compounded by becoming a part of the Obligations, and such interest shall thereafter
accrue interest at the rate then applicable hereunder.


 


2.4 Crediting Payments. If no Event
of Default has occurred and is continuing, Bank shall credit a wire transfer of funds, check or other item of payment to such
deposit account or Obligation as Borrower specifies. After the occurrence and during the continuance of an Event of Default, Bank
shall have the right, in its sole discretion, to immediately apply any wire transfer of funds, check, or other item of payment
Bank may receive to conditionally reduce Obligations, but such applications of funds shall not be considered a payment on account
unless such payment is of immediately available federal funds or unless and until such check or other item of payment is honored
when presented for payment. Notwithstanding anything to the contrary contained herein, any wire transfer or payment received by
Bank after 12:00 noon Pacific time shall be deemed to have been received by Bank as of the opening of business on the immediately
following Business Day. Whenever any payment to Bank under the Loan Documents would otherwise be due (except by reason of acceleration)
on a date that is not a Business Day, such payment shall instead be due on the next Business Day, and additional fees or interest,
as the case may be, shall accrue and be payable for the period of such extension.


 


2.5 Bank Expenses. Borrower shall pay
to Bank on the Closing Date, all Bank Expenses incurred through the Closing Date (provided however that Bank Expenses for legal
fees (excluding out of pocket fees and costs for diligence searches and filing fees) shall not exceed Seven Thousand Five Hundred
Dollars ($7,500) on the Closing Date if there have been two (2) or less reasonable turns of the Loan Documents), and, after the
Closing Date, all reasonable Bank Expenses, as and when they become due.


 


2.6 Term. This Agreement shall become
effective on the Closing Date and, subject to Section 13.7, shall continue in full force and effect for so long as any Obligations
remain outstanding or Bank has any obligation to make Credit Extensions under this Agreement. Notwithstanding the foregoing, Bank
shall have the right to terminate its obligation to make Credit Extensions under this Agreement immediately and without notice
upon the occurrence and during the continuance of an Event of Default. Upon (i) repayment in full of the Obligations (other than
inchoate indemnity obligations) and (ii) termination of Bank’s commitment to make Credit Extensions hereunder, Borrower
may, by providing written notice thereof to Bank, terminate this Agreement and promptly thereafter, Bank shall release its liens
in the Collateral. Upon such termination, Bank shall, at Borrower’s expense, execute and deliver such documents as Borrower
shall reasonably request in order to evidence such termination and the release of the Bank’s Liens granted hereunder.


 


3. CONDITIONS
OF LOANS.


 


3.1 Conditions Precedent to Initial Credit
Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall
have received, in form and substance satisfactory to Bank, the following:


 


(a) this
Agreement and the other Loan Documents required by Bank;


 


(b) the
Borrowing Resolutions;


 


(c) the
Pricing Addendum;


 


(d) a
financing statement (Form UCC-1);


 






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(e) agreement
to furnish insurance;


 


(f) payment
of the Bank Expenses then due as specified in Section 2.5;


 


(g) current SOS Reports indicating that except for
Permitted Liens, there are no other security interests or Liens of record in the Collateral;


 


(h) current
financial statements, including company prepared statements for Borrower’s most recently ended fiscal year, company
prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance
with Section 6.2, and such other updated financial information as Bank may reasonably request;


 


(i) current
Compliance Certificate in accordance with Section 6.2;


 


(j) a Warrant in
form and substance satisfactory to Bank;


 


(k) a Collateral
Information Certificate;


 


(l) an Automatic
Loan Payment Authorization; and



 


(m) such other documents or certificates,
and completion of such other matters, as Bank may reasonably deem necessary or appropriate.


 


3.2 Conditions
Precedent to all Credit Extensions. The obligation of Bank to make each Credit Extension, including the initial Credit
Extension, is further subject to the following conditions:


 


(a) timely
receipt by Bank of the Payment/Advance Form as provided in Section 2.1; and


 


(b) there
has occurred no circumstance or circumstances that could reasonably be expected to have a Material Adverse Effect;


 


(c) the
representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of the date
of such Payment/Advance Form and on the effective date of each Credit Extension as though made at and as of each such date, and
no Event of Default shall have occurred and be continuing, or would exist after giving effect to such Credit Extension (provided,
however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all
material respects as of such date). The making of each Credit Extension shall be deemed to be a representation and warranty by
Borrower on the date of such Credit Extension as to the accuracy of the facts referred to in this Section 3.2.


 


4. CREATION
OF SECURITY INTEREST.


 


4.1 Grant of Security
Interest. Borrower grants and pledges to Bank a continuing security interest in the Collateral to secure prompt repayment
of any and all Obligations and to secure prompt performance by Borrower of each of its covenants and duties under the Loan Documents.
Except as set forth in the Schedule, such security interest constitutes a valid, first priority security interest in the presently
existing Collateral, and will constitute a valid, first priority security interest in later-acquired Collateral, subject in each
case only to Permitted Liens described in clauses (c) and (d) of the definition of Permitted Liens in Exhibit A. Notwithstanding
any termination of this Agreement, Bank’s Lien on the Collateral shall remain in effect for so long as any Obligations are
outstanding.


 






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4.2 Perfection of Security Interest. Borrower authorizes Bank to file at any time until the Obligations have been paid
in full and Bank has no further obligations to make any Credit Extensions, financing statements, continuation statements, and
amendments thereto that (i) either specifically describe the Collateral or describe the Collateral as all assets of Borrower of
the kind pledged hereunder, and (ii) contain any other information required by the Code for the sufficiency of filing office acceptance
of any financing statement, continuation statement, or amendment, including whether Borrower is an organization, the type of organization
and any organizational identification number issued to Borrower, if applicable. Any such financing statements may be filed by
Bank at any time in any jurisdiction whether or not Division 9 of the Code is then in effect in that jurisdiction. Borrower shall
from time to time endorse and deliver to Bank, at the request of Bank, all Negotiable Collateral and other documents that Bank
may reasonably request, in form satisfactory to Bank, to perfect and continue perfection of Bank’s security interests in
the Collateral and in order to fully consummate all of the transactions contemplated under the Loan Documents. Borrower shall
have possession of the Collateral, except where expressly otherwise provided in this Agreement or where Bank chooses, in its good
faith business judgment, to perfect its security interest by possession in addition to the filing of a financing statement with
respect to Collateral where possession is a preferred method of perfection. Where Collateral with an aggregate value in excess
of One Hundred Thousand Dollars ($100,000) is in possession of a third party bailee, Borrower shall take such steps as Bank reasonably
requests for Bank to (i) obtain an acknowledgment, in form and substance satisfactory to Bank, of the bailee that the bailee holds
such Collateral for the benefit of Bank, (ii) obtain “control” of any Collateral consisting of investment property,
deposit accounts, securities accounts, letter-of-credit rights or electronic chattel paper (as such items and the term “control”
are defined in Division 9 of the Code) by causing the securities intermediary or depositary institution or issuing bank (each,
a “Financial Institution”) to execute a control agreement in form and substance reasonably satisfactory to Bank, and
in the event that such third-party institution refuses to enter into such control agreement, Borrowers shall have twenty (20)
days from the date of such Financial Institution’s refusal to establish alternative arrangements with a Financial Institution
that will enter into the respective account control agreement. Borrower will not create any chattel paper without placing a legend
on the chattel paper acceptable to Bank indicating that Bank has a security interest in the chattel paper.


 


4.3 Right to Inspect. Bank (through
any of its officers, employees, or agents) shall have the right, upon reasonable prior notice, from time to time during Borrower’s
usual business hours but no more than once a year (unless an Event of Default has occurred and is continuing), to inspect Borrower’s
Books and to make copies thereof and to check, test, and appraise the Collateral in order to verify Borrower’s financial
condition or the amount, condition of, or any other matter relating to, the Collateral. Any confidential information of Borrower
obtained by or accessed by Bank during any such inspection shall be subject to the confidentiality provisions set forth in Section
13.8 below.


 


5. REPRESENTATIONS
AND WARRANTIES.


 


Borrower represents and warrants as follows:


 


5.1 Due Organization
and Qualification. Borrower and each Subsidiary is an entity duly existing under the laws of the jurisdiction in which it
is organized and qualified and licensed to do business in any state in which the conduct of its business or its ownership of property
requires that it be so qualified, except where the failure to do so could not reasonably be expected to cause a Material Adverse
Effect.


 


5.2 Due Authorization;
No Conflict. The execution, delivery, and performance of the Loan Documents are within Borrower’s powers, have been
duly authorized, and are not in conflict with nor constitute a breach of any provision contained in Borrower’s organizational
documents, nor will they constitute an event of default under any material agreement by which Borrower is bound. Borrower is not
in default under any agreement by which it is bound, except to the extent such default would not reasonably be expected to cause
a Material Adverse Effect.


 


5.3 Collateral.
Borrower has rights in or the power to transfer the Collateral, and its title to the Collateral is free and clear of Liens, adverse
claims, and restrictions on transfer or pledge except for Permitted Liens. All Inventory is in all material respects of good and
merchantable quality, free from all material defects, except for Inventory for which adequate reserves have been made. Except
as set forth in the Schedule, none of the Collateral is maintained or invested with a Person other than Bank or Bank’s Affiliates.


 


5.4 Intellectual Property. Borrower is the sole owner of the Intellectual Property, except for Intellectual Property
it licenses from one or more third parties and licenses granted by Borrower to its customers in the ordinary course of business.
To the best of Borrower’s knowledge, each of the Copyrights, Trademarks and Patents owned by Borrower is valid and enforceable,
and no part of the Intellectual Property owned by Borrower has been judged invalid or unenforceable, in whole or in part, and
no claim has been made to Borrower that any part of the Intellectual Property owned by Borrower violates the rights of any third
party except to the extent such claim could not reasonably be expected to cause a Material Adverse Effect. Other than this Agreement,
Borrower is not a party to, or bound by, any agreement that restricts the grant by Borrower of a security interest in the Intellectual
Property Collateral.


 






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5.5 Name; Location of Chief Executive Office;
Location of Inventory and Equipment. Except as disclosed in the Schedule, Borrower has not done business under any name other
than that specified on the signature page hereof, and its exact legal name is as set forth in the first paragraph of this Agreement.
The chief executive office of Borrower is located at the address indicated in Section 10 hereof. Except as disclosed in the Schedule,
Collateral of Borrower is located at the address indicated in Section 10 hereof.


 


5.6 Actions, Suits, Litigation, or Proceedings.
Except as set forth in the Schedule, there are no actions, suits, litigation or proceedings, at law or in equity, pending
by or against Borrower or any Subsidiary before any court, administrative agency, or arbitrator in which a likely adverse decision
could reasonably be expected to have a Material Adverse Effect.


 


5.7 No Material Adverse Change in Financial
Statements. All consolidated and consolidating financial statements related to Borrower and any Subsidiary that are delivered
by Borrower to Bank fairly present in all material respects Borrower’s consolidated and consolidating financial condition
as of the date thereof and Borrower’s consolidated and consolidating results of operations for the period then ended. There
has not been a material adverse change in the consolidated or in the consolidating financial condition of Borrower since the date
of the most recent of such financial statements submitted to Bank.


 


5.8 Solvency, Payment of Debts. Borrower
is able to pay its debts (including trade debts) as they mature; the fair saleable value of Borrower’s assets (including
goodwill minus disposition costs) exceeds the fair value of its liabilities; and Borrower is not left with unreasonably small
capital after the transactions contemplated by this Agreement.


 


5.9 Compliance with Laws and Regulations.
Borrower and each Subsidiary have met the minimum funding requirements of ERISA with respect to any employee benefit plans
subject to ERISA. No event has occurred resulting from Borrower’s failure to comply with ERISA that is reasonably likely
to result in Borrower’s incurring any liability that could reasonably be expected to have a Material Adverse Effect. Borrower
is not an “investment company” or a company “controlled” by an “investment company” within
the meaning of the Investment Company Act of 1940. Borrower is not engaged principally, or as one of the important activities,
in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations
T, U, and X of the Board of Governors of the Federal Reserve System). Borrower has complied in all material respects with all
the provisions of the Federal Fair Labor Standards Act. Borrower has complied in all material respects with all environmental
laws, regulations and ordinances. Borrower has not violated any statutes, laws, ordinances or rules applicable to it, the violation
of which could reasonably be expected to have a Material Adverse Effect. Borrower and each Subsidiary have filed or caused to
be filed all tax returns required to be filed, and have paid, or have made adequate provision for the payment of, all taxes
reflected therein except those being contested in good faith with adequate reserves under GAAP or where the failure to file such
returns or pay such taxes could not reasonably be expected to have a Material Adverse Effect.


 


5.10 Investments. Borrower does not
own any Equity Interests of any Person, except for Permitted Investments and except as set forth on the Schedule.


 


5.11 Government Consents. Borrower and each Subsidiary have obtained all consents, approvals and authorizations of, made
all declarations or filings with, and given all notices to, all governmental authorities that are necessary for the continued
operation of Borrower’s business as currently conducted, except where the failure to do so would not reasonably be
expected to cause a Material Adverse Effect.


 


5.12 Restricted
Agreements. Except as disclosed on the Schedule or as timely disclosed in writing to Bank pursuant to Section 6.9,
Borrower is not a party to, nor is bound by, any Restricted Agreement.


  






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5.13 Full
Disclosure. No representation, warranty or other statement made by Borrower in any certificate or written statement
furnished to Bank taken together with all such certificates and written statements furnished to Bank contains any untrue
statement of a material fact or omits to state a material fact necessary in order to make the statements contained in such
certificates or statements not misleading, it being recognized by Bank that the projections and forecasts provided by
Borrower in good faith and based upon reasonable assumptions are not to be viewed as facts and that actual results during the
period or periods covered by any such projections and forecasts may differ from the projected or forecasted results.


 


6. AFFIRMATIVE
COVENANTS.


 


Borrower covenants that, until payment
in full of all outstanding Obligations, and for so long as Bank may have any commitment to make a Credit Extension hereunder, Borrower
shall do all of the following:


 


6.1 Good
Standing and Government Compliance. Borrower shall maintain its and each of its Subsidiaries’ organizational
existence and good standing in the Borrower State, shall maintain qualification and good standing in each other jurisdiction
in which the failure to so qualify could reasonably be expected to have a Material Adverse Effect, and shall furnish to Bank
the organizational identification number issued to Borrower by the authorities of the jurisdiction in which Borrower is
organized, if applicable. Borrower shall meet, and shall cause each Subsidiary to meet, the minimum funding requirements of
ERISA with respect to any employee benefit plans subject to ERISA. Borrower shall comply in all material respects with all
applicable Environmental Laws, and maintain all material permits, licenses and approvals required thereunder where the
failure to do so could reasonably be expected to have a Material Adverse Effect. Borrower shall comply, and shall cause each
Subsidiary to comply, with all statutes, laws, ordinances and government rules and regulations to which it is subject, and
shall maintain, and shall cause each of its Subsidiaries to maintain, in force all licenses, approvals and agreements, the
loss of which or failure to comply with which would reasonably be expected to have a Material Adverse Effect.


 


6.2 Financial
Statements, Reports, Certificates. Borrower shall deliver to Bank: (i) as soon as available, but in any event within
thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and
income statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and
certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty (180) days after
the end of Borrower’s fiscal year (beginning with the 2015 fiscal year), audited consolidated and consolidating
financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is
unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such
financial statements of an independent certified public accounting firm reasonably acceptable to Bank; provided however, if
Borrower’s board of directors does not require such financial statements to be audited for a certain year, such
financial statements for that year may instead be Borrower prepared and no opinion will be required; (iii) if applicable,
copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any
holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv)
in a reasonably prompt manner upon receipt of notice thereof, a report of any legal actions pending or threatened against
Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand
Dollars ($100,000) or more; (v) in a reasonably prompt manner after receipt, each management letter prepared by
Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as
soon as available, but in any event not later than thirty (30) days after approval by Borrower’s board of directors,
Borrower’s financial and business projections and budget for the immediately following year (on a monthly basis), with
evidence of approval thereof by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating
plans or other financial information as Bank may reasonably request from time to time.


 


(a) Within
thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance
Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form
of Exhibit D hereto.


 


(b) In
a reasonably prompt manner after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement
of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to
take with respect thereto.


 






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(c) Bank
shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided
that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing.


 


Borrower may deliver
to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be
entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files
were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by
U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission
of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report and the Compliance
Certificate, each bearing the physical signature of the Responsible Officer.


 


6.3 Inventory; Returns.
Borrower shall keep all Inventory in good and merchantable condition, free from all material defects except for Inventory
for which adequate reserves have been made. Returns and allowances, if any, as between Borrower and its account debtors shall
be on the same basis and in accordance with the usual customary practices of Borrower, as they exist on the Closing Date. Borrower
shall promptly notify Bank of all returns and recoveries and of all disputes and claims involving more than One Hundred Thousand
Dollars ($100,000).


 


6.4 Taxes. Borrower
shall make, and cause each Subsidiary to make, due and timely payment or deposit of all material federal, state, and local taxes,
assessments, or contributions required of it by law, including, but not limited to, those laws concerning income taxes, F.I.C.A.,
F.U.T.A. and state disability, and will execute and deliver to Bank, on demand, proof reasonably satisfactory to Bank indicating
that Borrower or a Subsidiary has made such payments or deposits and any appropriate certificates attesting to the payment or
deposit thereof; provided that Borrower or a Subsidiary need not make any payment if the amount or validity of such payment is
contested in good faith by appropriate proceedings and is reserved against (to the extent required by GAAP) by Borrower.


 


6.5 Insurance.


 


(a) Borrower,
at its expense, shall keep the Collateral insured against loss or damage by fire, theft, explosion, sprinklers, and all other hazards
and risks, and in such amounts, as ordinarily insured against by other owners in similar businesses conducted in the locations
where Borrower’s business is conducted on the date hereof. Borrower shall also maintain liability and other insurance in amounts
and of a type that are customary to businesses similar to Borrower’s.


 


(b) All
such policies of insurance shall be in such form, with such companies, and in such amounts as are reasonably satisfactory to Bank.
All policies of property insurance shall contain a lender’s loss payable endorsement, in a form satisfactory to Bank, showing Bank
as an additional loss payee, and all liability insurance policies shall show Bank as an additional insured and specify that the
insurer must give at least twenty (20) days notice to Bank before canceling its policy for any reason. Upon Bank’s request, Borrower
shall deliver to Bank certified copies of the policies of insurance and evidence of all premium payments. If no Event of Default
has occurred and is continuing, proceeds payable under any casualty policy will, at Borrower’s option, be payable to Borrower to
replace the property subject to the claim, provided that any such replacement property shall be deemed Collateral in which Bank
has been granted a first priority security interest hereunder. If an Event of Default has occurred and is continuing, all proceeds
payable under any such policy shall, at Bank’s option, be payable to Bank to be applied on account of the Obligations.


 


6.6 Accounts. No
later than forty five (45) days after the Closing Date and at all times thereafter, Borrower shall maintain its primary operating
and investment accounts with Bank or Bank’s Affiliates (covered by satisfactory control agreements).


 


6.7 Intentionally
Omitted.


 






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6.8 Registration
of Intellectual Property Rights.


 


(a) Borrower
shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent
and Trademark Office or the United States Copyright Office, as the case may be, those registrable intellectual property rights
now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems
it appropriate to so protect such intellectual property rights.


 


(b) Borrower
shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed with the United
States Patent and Trademark Office and United States Copyright Office, including the date of such filing and the registration or
application numbers, if any.


 


(c) Borrower
shall give Bank prompt written notice of the filing of any applications or registrations with the United States Copyright Office,
including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations,
and the date such applications or registrations will be filed.


 


(d) Borrower
shall (i) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of the Trademarks,
Patents, Copyrights, and trade secrets, (ii) use commercially reasonable efforts to detect infringements of the Trademarks, Patents
and Copyrights and promptly advise Bank in writing of material infringements detected and (iii) not allow any material Trademarks,
Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of Bank, which shall not
be unreasonably withheld or delayed.


 


6.9 Restricted Agreement Consents.
Prior to entering into or becoming bound by any license or agreement, Borrower shall provide written notice to Bank of the material
terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition.


 


6.10 Creation/Acquisition of Subsidiaries.
In the event Borrower or any Subsidiary creates or acquires any domestic Subsidiary, Borrower and such Subsidiary shall promptly
notify Bank of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Bank
to cause each such Subsidiary to guarantee the Obligations of Borrower or become a co-Borrower under the Loan Documents and grant
a continuing pledge and security interest in and to the collateral of such Subsidiary (substantially as described on Exhibit
B hereto), and Borrower shall grant and pledge to Bank a perfected security interest in the stock, units or other evidence
of ownership of each Subsidiary (whether foreign or domestic).


 


6.11 Further Assurances. At any time
and from time to time Borrower shall execute and deliver such further instruments and take such further action as may reasonably
be requested by Bank to effect the purposes of this Agreement.


 


7. NEGATIVE
COVENANTS.


 


Borrower covenants
and agrees that, so long as any credit hereunder shall be available and until the outstanding Obligations are paid in full or for
so long as Bank may have any commitment to make any Credit Extensions, Borrower shall not do any of the following without Bank’s
prior written consent:


 


7.1 Dispositions.
Convey, sell, lease, license, transfer or otherwise dispose of (collectively, to “Transfer”), or permit any of its
Subsidiaries to Transfer, all or any part of its business or property, or subject to Section 6.6, move cash balances on deposit
with Bank to accounts opened at another financial institution, other than Permitted Transfers.


 


7.2 Change in
Name, Location, Executive Office, or Executive Management; Change in Business; Change in Fiscal Year; Change in Control. Change
its name or the Borrower State or relocate its chief executive office without thirty (30) days prior written notification to Bank;
replace its chief executive officer or chief financial officer without thirty (30) days prior written notification to Bank; (provided
that Borrower may terminate either or both such officers without such prior written consent to Bank if Borrower’s Board of
Directors determines that doing so is reasonably necessary for the protection of Borrower’s business and prompt notice is
thereafter given to the Bank); engage in any business, or permit any of its Subsidiaries to engage in any business, other than
or reasonably related or incidental to the businesses currently engaged in by Borrower; change its fiscal year end; have a Change
in Control.


 






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7.3 Mergers or Acquisitions.
Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with or into any other business organization
(other than mergers or consolidations of a Subsidiary into another Subsidiary or into Borrower), or acquire, or permit any of
its Subsidiaries to acquire, all or substantially all of the Equity Interests or property of another Person, or enter into any
agreement to do any of the same, other than Permitted Transfers and Permitted Investments and except where (i) such transactions
do not in the aggregate exceed One Hundred Thousand Dollars ($100,000) during any fiscal year, (ii) no Event of Default has occurred,
is continuing or would exist after giving effect to such transactions, (iii) such transactions do not result in a Change in Control,
and (iv) Borrower is the surviving entity.


 


7.4 Indebtedness.
Create, incur, assume, guarantee or be or remain liable with respect to any Indebtedness, or permit any Subsidiary so to do, other
than Permitted Indebtedness, or prepay any Indebtedness or take any actions which impose on Borrower an obligation to prepay any
Indebtedness, except Indebtedness to Bank.


 


7.5 Encumbrances.
Create, incur, assume or allow any Lien with respect to any of its property, or assign or otherwise convey any right to receive
income, including the sale of any Accounts, or permit any of its Subsidiaries so to do, except for Permitted Liens, or covenant
to any other Person that Borrower in the future will refrain from creating, incurring, assuming or allowing any Lien with respect
to any of Borrower’s property.


 


7.6 Distributions.
Pay any dividends or make any other distribution or payment on account of or in redemption, retirement or purchase of any
Equity Interests, except that Borrower may (i) repurchase the Equity Interests of former employees pursuant to equity repurchase
agreements as long as an Event of Default does not exist prior to such repurchase or would not exist after giving effect to such
repurchase, (ii) repurchase the Equity Interests of former employees pursuant to equity repurchase agreements by the cancellation
of indebtedness owed by such former employees to Borrower regardless of whether an Event of Default exists and (iii) may make
Permitted Investments or Permitted Transfers of Equity Interests.


 


7.7 Investments.
Directly or indirectly acquire or own, or make any Investment in or to any Person, or permit any of its Subsidiaries to do so,
other than Permitted Investments, or maintain (except as expressly permitted in Section 6.6 of this Agreement) or invest any of
its property with a Person other than Bank or Bank’s Affiliates or permit any Subsidiary to do so unless such Person has
entered into a control agreement with Bank, in form and substance satisfactory to Bank, or suffer or permit any Subsidiary to
be a party to, or be bound by, an agreement that restricts such Subsidiary from paying dividends or otherwise distributing property
to Borrower. Further, Borrower shall not grant a license to its Intellectual Property to, or enter into any agreement with any
Prohibited Territory or with any Person organized under the laws of a Prohibited Territory.


 


7.8 Transactions with
Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower except
for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less
favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person other than equity
financings with existing investors of Borrower which does not result in a Change in Control and the terms of such equity financing
do not conflict or violate the terms of this Agreement.


 


7.9 Subordinated Debt.
Make any payment in respect of any Subordinated Debt, or permit any of its Subsidiaries to make any such payment, except in
compliance with the terms of such Subordinated Debt and the terms of the subordination agreement relating to such Subordinated
Debt, or amend any provision of any document evidencing such Subordinated Debt, except in compliance with the terms of the subordination
agreement relating to such Subordinated Debt, or amend any provision affecting Bank’s rights contained in any documentation
relating to the Subordinated Debt without Bank’s prior written consent.


 






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7.10 Inventory and Equipment. Store
the Inventory or the Equipment with a bailee, warehouseman, or similar third party unless the third party has been notified of
Bank’s security interest and Bank (a) has received an acknowledgment from the third party that it is holding or will hold
the Inventory or Equipment for Bank’s benefit or (b) is in possession of the warehouse receipt, where negotiable, covering
such Inventory or Equipment. Except for Inventory sold in the ordinary course of business and except for such other locations
as Bank may approve in writing, Borrower shall keep the Inventory and Equipment only at the location set forth in Section 10,
the current Schedule, and such other locations of which Borrower gives Bank prior written notice.


 


7.11 No Investment Company; Margin Regulation.
Become or be controlled by an “investment company,” within the meaning of the Investment Company Act of 1940,
or become principally engaged in, or undertake as one of its important activities, the business of extending credit for the purpose
of purchasing or carrying margin stock, or use the proceeds of any Credit Extension for such purpose.


 


8. EVENTS
OF DEFAULT.


 


Any one or more of
the following events shall constitute an Event of Default by Borrower under this Agreement:


 


8.1 Payment
Default. If Borrower fails to pay any of the Obligations when due;


 


8.2 Covenant
Default.


 


(a) If
Borrower fails to perform any obligation under Article 6 or violates any of the covenants contained in Article 7 of this Agreement;
or


 


(b) If
Borrower fails or neglects to perform or observe any other material term, provision, condition, covenant contained in this Agreement,
in any of the Loan Documents, or in any other present or future agreement between Borrower and Bank and as to any default under
such other term, provision, condition or covenant that can be cured, has failed to cure such default within ten (10) business days
after Borrower receives written notice thereof or any officer of Borrower becomes aware thereof; provided, however, that if the
default cannot by its nature be cured within the ten (10) business day period or cannot after diligent attempts by Borrower be
cured within such ten (10) business day period, and such default is likely to be cured within a reasonable time, then Borrower
shall have an additional reasonable period (which shall not in any case exceed thirty (30) days) to attempt to cure such default,
so long as Borrower continues to attempt to cure such default with reasonable diligence, and within such reasonable time period
the failure to have cured such default shall not be deemed an Event of Default but no Credit Extensions will be made;


 


8.3 Intentionally
Omitted.


 


8.4 Attachment.
If any material portion of Borrower’s and/or its Subsidiaries assets is attached, seized, subjected to a writ or distress
warrant, or is levied upon, or comes into the possession of any trustee, receiver or person acting in a similar capacity and such
attachment, seizure, writ or distress warrant or levy has not been removed, discharged or rescinded within five (5) days, or if
Borrower and/or its Subsidiaries is enjoined, restrained, or in any way prevented by court order from continuing to conduct all
or any material part of its business affairs, or if a judgment or other claim becomes a lien or encumbrance upon any material
portion of Borrower’s and/or its Subsidiaries assets, or if a notice of lien, levy, or assessment is filed of record with
respect to any of Borrower’s and/or its Subsidiaries assets by the United States Government, or any department, agency,
or instrumentality thereof, or by any state, county, municipal, or governmental agency, and the same is not paid within five (5)
days after Borrower and/or its Subsidiaries receives notice thereof, provided that none of the foregoing shall constitute an Event
of Default where such action or event is stayed or an adequate bond has been posted pending a good faith contest by Borrower and/or
its Subsidiaries (provided that no Credit Extensions will be made during such cure period);


 


8.5 Insolvency.
If Borrower and/or its Subsidiaries becomes insolvent, or if an Insolvency Proceeding is commenced by Borrower and/or its
Subsidiaries, or if an Insolvency Proceeding is commenced against Borrower and/or its Subsidiaries and is not dismissed or stayed
within thirty (30) days (provided that no Credit Extensions will be made prior to the dismissal of such Insolvency Proceeding);


 






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8.6 Other Agreements. If there is a
default or other failure to perform in any agreement to which Borrower and/or its Subsidiaries is a party with a third party or
parties resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness
in an amount in excess of One Hundred Thousand Dollars ($100,000) or that would reasonably be expected to have a Material Adverse
Effect;


 


8.7 Subordinated Debt. If Borrower
and/or its Subsidiaries makes any payment on account of Subordinated Debt, except to the extent the payment is allowed under any
subordination agreement entered into with Bank;


 


8.8 Judgments; Settlements. If one
or more (a) judgments, orders, decrees or arbitration awards requiring the Borrower and/or its Subsidiaries to pay an aggregate
amount of One Hundred Thousand Dollars ($100,000) or greater shall be rendered against Borrower and/or its Subsidiaries and the
same shall not have been vacated or stayed within ten (10) days thereafter (provided that no Credit Extensions will be made prior
to such matter being vacated or stayed); or (b) settlements is agreed upon by Borrower and/or its Subsidiaries for the payment
by Borrower and/or its Subsidiaries of an aggregate amount of One Hundred Thousand Dollars ($100,000) or greater or that could
reasonably be expected to have a Material Adverse Effect.


 


8.9 Misrepresentations. If any material
misrepresentation or material misstatement exists now or hereafter in any warranty or representation set forth herein or in any
certificate delivered to Bank by any Responsible Officer pursuant to this Agreement or to induce Bank to enter into this Agreement
or any other Loan Document.


 


8.10 Guaranty. If any guaranty of all
or a portion of the Obligations (a “Guaranty”) ceases for any reason to be in full force and effect, or any guarantor
fails to perform any obligation under any Guaranty or a security agreement securing any Guaranty (collectively, the “Guaranty
Documents”), or any event of default occurs under any Guaranty Document or any guarantor revokes or purports to revoke a
Guaranty, or any material misrepresentation or material misstatement exists now or hereafter in any warranty or representation
set forth in any Guaranty Document or in any certificate delivered to Bank in connection with any Guaranty Document, or if any
of the circumstances described in Sections 8.3 through 8.9 occur with respect to any guarantor.


 


9. BANK’S
RIGHTS AND REMEDIES.


 


9.1 Rights and Remedies. Upon the occurrence
and during the continuance of an Event of Default, Bank may, at its election, without notice of its election and without demand,
do any one or more of the following, all of which are authorized by Borrower:


 


(a) Declare
all Obligations, whether evidenced by this Agreement, by any of the other Loan Documents, or otherwise, immediately due and payable
(provided that upon the occurrence of an Event of Default described in Section 8.5 (insolvency), all Obligations shall become immediately
due and payable without any action by Bank);


 


(b) Cease
advancing money or extending credit to or for the benefit of Borrower under this Agreement or under any other agreement between
Borrower and Bank;


 


(c) Settle
or adjust disputes and claims directly with account debtors for amounts, upon terms and in whatever order that Bank reasonably
considers advisable;


 


(d) Make such payments
and do such acts as Bank considers necessary or reasonable to protect its security interest in the Collateral. Borrower agrees
to assemble the Collateral if Bank so requires, and to make the Collateral available to Bank as Bank may reasonably designate.
Borrower authorizes Bank to enter the premises where the Collateral is located, to take and maintain possession of the Collateral,
or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien which in Bank’s determination
appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewith. With respect
to any of Borrower’s owned premises, Borrower hereby grants Bank a license to enter into possession of such premises and
to occupy the same, without charge, in order to exercise any of Bank’s rights or remedies provided herein, at law, in equity,
or otherwise;


 






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(e) Set off and apply to the Obligations any
and all (i) balances and deposits of Borrower held by Bank, and (ii) indebtedness at any time owing to or for the credit or the
account of Borrower held by Bank;


 


(f) Ship,
reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for
herein) the Collateral. Bank is hereby granted a license or other right, solely pursuant to the provisions of this Section
9.1, to use, without charge, Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade
names, trademarks, service marks, and advertising matter, or any property of a similar nature, as it pertains to the
Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with
Bank’s exercise of its rights under this Section 9.1, Borrower’s rights udder all licenses and all franchise
agreements shall inure to Bank’s benefit;


 


(g) Sell
the Collateral at either a public or private sale, or both, by way of one or more contracts or transactions, for cash or on terms,
in such manner and at such places (including Borrower’s premises) as Bank determines is commercially reasonable, and apply any
proceeds to the Obligations in whatever manner or order Bank deems appropriate. Bank may sell the Collateral without giving any
warranties as to the Collateral. Bank may specifically disclaim any warranties of title or the like. This procedure will not be
considered adversely to affect the commercial reasonableness of any sale of the Collateral. If Bank sells any of the Collateral
upon credit, Borrower will be credited only with payments actually made by the purchaser, received by Bank, and applied to the
indebtedness of the purchaser. If the purchaser fails to pay for the Collateral, Bank may resell the Collateral and Borrower shall
be credited with the proceeds of the sale;


 


(h) Bank
may credit bid and purchase at any public sale;


 


(i) Apply
for the appointment of a receiver, trustee, liquidator or conservator of the Collateral, without notice and without regard to the
adequacy of the security for the Obligations and without regard to the solvency of Borrower, any guarantor or any other Person
liable for any of the Obligations; and


 


(j) Any
deficiency that exists after disposition of the Collateral as provided above will be paid immediately by Borrower.


 


Bank may comply with any applicable state
or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered adversely
to affect the commercial reasonableness of any sale of the Collateral.


 


9.2 Power
of Attorney.


 


Effective only upon
the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s
designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts
or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or
other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or
bill of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of
Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions
with respect to Borrower’s policies of insurance; (1) settle and adjust disputes and claims respecting the accounts directly
with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion,
one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature
of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the
documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s
attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until
all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.


 






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9.3 Accounts Collection. At any time
after the occurrence and during the continuation of an Event of Default, Bank may notify any Person owing funds to Borrower of
Bank’s security interest in such funds and verify the amount of such Account. Borrower shall collect all amounts owing to
Borrower for Bank, receive in trust all payments as Bank’s trustee, and immediately deliver such payments to Bank in their
original form as received from the account debtor, with proper endorsements for deposit.


 


9.4 Bank Expenses. If Borrower fails
to pay any amounts or furnish any required proof of payment due to third persons or entities, as required under the terms of this
Agreement, then Bank may do any or all of the following after reasonable notice to Borrower: (a) make payment of the same or any
part thereof; (b) set up such reserves under the Growth Capital Line as Bank reasonably deems necessary to protect Bank from the
exposure created by such failure; or (c) obtain and maintain insurance policies of the type discussed in Section 6.5 of this Agreement,
and take any action with respect to such policies as Bank deems prudent. Any amounts so paid or deposited by Bank shall constitute
Bank Expenses, shall be immediately due and payable, and shall bear interest at the then applicable rate hereinabove provided,
and shall be secured by the Collateral. Any payments made by Bank shall not constitute an agreement by Bank to make similar payments
in the future or a waiver by Bank of any Event of Default under this Agreement.


 


9.5 Bank’s Liability for Collateral.
Bank has no obligation to clean up or otherwise prepare the Collateral for sale. All risk of loss, damage or destruction of
the Collateral shall be borne by Borrower.


 


9.6 No Obligation to Pursue Others.
Bank has no obligation to attempt to satisfy the Obligations by collecting them from any other Person liable for them and Bank
may release, modify or waive any collateral provided by any other Person to secure any of the Obligations, all without affecting
Bank’s rights against Borrower. Borrower waives any right it may have to require Bank to pursue any other Person for any
of the Obligations.


 


9.7 Remedies Cumulative. Bank’s
rights and remedies under this Agreement, the Loan Documents, and all other agreements shall be cumulative. Bank shall have all
other rights and remedies not inconsistent herewith as provided under the Code, by law, or in equity. No exercise by Bank of one
right or remedy shall be deemed an election, and no waiver by Bank of any Event of Default on Borrower’s part shall be deemed
a continuing waiver. No delay by Bank shall constitute a waiver, election, or acquiescence by it. No waiver by Bank shall be effective
unless made in a written document signed on behalf of Bank and then shall be effective only in the specific instance and for the
specific purpose for which it was given. Borrower expressly agrees that this Section 9.7 may not be waived or modified by Bank
by course of performance, conduct, estoppel or otherwise.


 


9.8 Demand; Protest. Except as otherwise
provided in this Agreement, Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment
and nonpayment and any other notices relating to the Obligations.


 


10. NOTICES.


 


Unless otherwise provided in this Agreement, all
notices or demands by any party relating to this Agreement or any other agreement entered into in connection herewith shall be
in writing and (except for financial statements and other informational documents which may be sent by first-class mail, postage
prepaid) shall be personally delivered or sent by a recognized overnight delivery service, certified mail, postage prepaid, return
receipt requested, or by facsimile to Borrower or to Bank, as the case may be, at its addresses set forth below:


 









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	If to Borrower:	
        AUGMEDIX, INC.

        1161 Mission Street, Suite 210

        San Francisco, CA 94103

        Attn: Ian Shakil, CEO

        FAX: (___) _____________







 


	If to Bank:

        
	Comerica Bank

        M/C 7578

        39200 Six Mile Rd.

        Livonia, MI 48152

        Attn: National Documentation Services

        

	 	 
	with a copy to:	Comerica Bank


250 Lytton Ave, 3rd Floor


[*]


Attn: [*]


FAX: [*]



 


The parties hereto
may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the
other.


 


11. CHOICE OF LAW AND VENUE; JURY TRIAL
WAIVER.


 


This Agreement shall
be governed by, and construed in accordance with, the internal laws of the State of California, without regard to principles of
conflicts of law. Each of Borrower and Bank hereby submits to the exclusive jurisdiction of the State and Federal courts located
in the State of California. THE UNDERSIGNED ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY
BE WAIVED UNDER CERTAIN CIRCUMSTANCES. TO THE EXTENT PERMITTED BY LAW, EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY
TO CONSULT) WITH COUNSEL OF ITS, HIS OR HER CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, WAIVES
ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER DOCUMENT, INSTRUMENT
OR AGREEMENT BETWEEN THE UNDERSIGNED PARTIES.


 


12. REFERENCE
PROVISION.


 


12.1 In the event the Jury Trial
Waiver set forth above is not enforceable, the parties elect to proceed under this Judicial Reference Provision.


 


12.2 With the exception of the
items specified in Section 12.3, below, any controversy, dispute or claim (each, a “Claim”) between the parties arising
out of or relating to this Agreement or any other document, instrument or agreement between the undersigned parties (collectively
in this Section, the “Comerica Documents”), will be resolved by a reference proceeding in California in accordance
with the provisions of Sections 638 et seq. of the California Code of Civil Procedure (“CCP”), or their successor
sections, which shall constitute the exclusive remedy for the resolution of any Claim, including whether the Claim is subject
to the reference proceeding. Except as otherwise provided in the Comerica Documents, venue for the reference proceeding will be
in the Superior Court in the County where the real property involved in the action, if any, is located or in a County where venue
is otherwise appropriate under applicable law (the “Court”).


 


12.3 The matters
that shall not be subject to a reference are the following: (i) foreclosure of any security interests in real or personal
property, (ii) exercise of selfhelp remedies (including, without limitation, set-off), (iii) appointment of a receiver and
(iv) temporary, provisional or ancillary remedies (including, without limitation, writs of attachment, writs of possession,
temporary restraining orders or preliminary injunctions). This Agreement does not limit the right of any party to exercise or
oppose any of the rights and remedies described in clauses (i) and (ii) or to seek or oppose from a court of competent
jurisdiction any of the items described in clauses (iii) and (iv). The exercise of, or opposition to, any of those items does
not waive the right of any party to a reference pursuant to this Agreement.


 


12.4 The referee shall be a
retired Judge or Justice selected by mutual written agreement of the parties. If the parties do not agree within ten (10) days
of a written request to do so by any party, then, upon request of any party, the referee shall be selected by the Presiding Judge
of the Court (or his or her representative). A request for appointment of a referee may be heard on an ex parte or expedited basis,
and the parties agree that irreparable harm would result if ex parte relief is not granted.


 






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12.5 The parties agree that time
is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the
time periods specified herein for good cause shown, to (i) set the matter for a status and trial-setting conference within fifteen
(15) days after the date of selection of the referee, (ii) if practicable, try all issues of law or fact within one hundred twenty
(120) days after the date of the conference and (iii) report a statement of decision within twenty (20) days after the matter
has been submitted for decision.


 


12.6 The referee will have power
to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good
cause, including a party’s failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered based
upon good cause shown, no party shall be entitled to “priority” in conducting discovery, depositions may be taken
by either party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15) days after
service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision
shall be final and binding.


 


12.7 Except as expressly set forth
in this Agreement, the referee shall determine the manner in which the reference proceeding is conducted including the time and
place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the
reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without
a court reporter, except that when any party so requests, a court reporter will be used at any hearing conducted before the referee,
and the referee will be provided a courtesy copy of the transcript. The party making such a request shall have the obligation
to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the parties
will equally share the cost of the referee and the court reporter at trial.


 


12.8 The referee shall be required
to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence
applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall
be empowered to enter equitable as well as legal relief, enter equitable orders that will be binding on the parties and rule on
any motion which would be authorized in a court proceeding, including without limitation motions for summary judgment or summary
adjudication. The referee shall issue a decision at the close of the reference proceeding which disposes of all claims of the
parties that are the subject of the reference. Pursuant to CCP § 644, such decision shall be entered by the Court as a judgment
or an order in the same manner as if the action had been tried by the Court and any such decision will be final, binding and conclusive.
The parties reserve the right to appeal from the final judgment or order or from any appealable decision or order entered by the
referee. The parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right
to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this
provision.


 


12.9 If the enabling legislation
which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the parties
that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will
be conducted by a retired judge or Justice, in accordance with the California Arbitration Act §1280 through §1294.2
of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration
proceeding.


 


12.10 THE PARTIES RECOGNIZE AND
AGREE THAT ALL CONTROVERSIES, DISPUTES AND CLAIMS RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT
BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS, HIS OR HER OWN CHOICE, EACH PARTY KNOWINGLY
AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY CONTROVERSY,
DISPUTE OR CLAIM BETWEEN OR AMONG THEM ARISING OUT OF OR IN ANY WAY RELATED TO, THIS AGREEMENT OR THE OTHER COMERICA DOCUMENTS.


 






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13. GENERAL
PROVISIONS.


 


13.1 Successors and Assigns.
This Agreement shall bind and inure to the benefit of the respective successors and permitted assigns of each of the parties
and shall bind all persons who become bound as a debtor to this Agreement; provided, however, that neither this Agreement nor
any rights hereunder may be assigned by Borrower without Bank’s prior written consent, which consent may be granted or withheld
in Bank’s sole discretion. Bank shall have the right without the consent of or notice to Borrower to sell, transfer, negotiate,
or grant participation in all or any part of, or any interest in, Bank’s obligations, rights and benefits hereunder.


 


13.2 Indemnification. BORROWER
SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS BANK AND ITS OFFICERS, EMPLOYEES, AND AGENTS AGAINST: (A) ALL OBLIGATIONS, DEMANDS, CLAIMS,
AND LIABILITIES CLAIMED OR ASSERTED BY ANY OTHER PARTY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND/OR
THE LOAN DOCUMENTS; AND (B) ALL LOSSES OR BANK EXPENSES IN ANY WAY SUFFERED, INCURRED, OR PAID BY BANK, ITS OFFICERS, EMPLOYEES
AND AGENTS AS A RESULT OF OR IN ANY WAY ARISING OUT OF, FOLLOWING, OR CONSEQUENTIAL TO TRANSACTIONS BETWEEN BANK AND BORROWER WHETHER
UNDER THIS AGREEMENT, OR OTHERWISE (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS FEES AND EXPENSES), EXCEPT FOR LOSSES CAUSED
BY BANK’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.


 


13.3 Time of Essence. Time
is of the essence for the performance of all obligations set forth in this Agreement.


 


13.4 Severability of Provisions.
Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining
the legal enforceability of any specific provision.


 


13.5 Amendments in Writing,
Integration; Entire Agreement. All amendments to or terminations of this Agreement or the other Loan Documents must be in
writing signed by the parties. All prior agreements, understandings, representations, warranties, and negotiations between the
parties hereto with respect to the subject matter of this Agreement and the other Loan Documents, if any, are merged into this
Agreement and the Loan Documents. This Agreement and the other Loan Documents (including the Pricing Addendum) together constitute
the entire agreement and understanding of the parties with respect to the subject matter hereof. In the event of any conflict
or inconsistency between this Agreement and the Pricing Addendum, the provisions of the Pricing Addendum shall govern and prevail.


 


13.6 Counterparts. This
Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when
executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and
the same Agreement.


 


13.7 Survival. All covenants,
representations and warranties made in this Agreement shall continue in full force and effect so long as any Obligations remain
outstanding or Bank has any obligation to make any Credit Extension to Borrower. The obligations of Borrower to indemnify Bank
with respect to the expenses, damages, losses, costs and liabilities described in Section 13.2 shall survive until all applicable
statute of limitations periods with respect to actions that may be brought against Bank have run.


 


13.8 Confidentiality. In
handling any confidential information, Bank and all employees and agents of Bank shall exercise the same degree of care that Bank
exercises with respect to its own proprietary information of the same types to maintain the confidentiality of any non-public
information thereby received or received pursuant to this Agreement except that disclosure of such information may be made (i)
to the parent, subsidiaries, or Affiliates and service providers of Bank, (ii) to prospective transferees, participants, or purchasers
of any interest in the Obligations, (iii) as required by law, regulations, rule or order, subpoena, judicial order or similar
order of a governmental agency, (iv) as may be required in connection with the examination, audit or similar investigation of
Bank, (v) to Bank’s accountants, auditors and regulators, and (vi) as Bank may determine in connection with the enforcement
of any remedies hereunder. Confidential information hereunder shall not include information that either: (a) is in the public
domain or in the knowledge or possession of Bank when disclosed to Bank, or becomes part of the public domain after disclosure
to Bank through no fault of Bank; or (b) is disclosed to Bank by a third party, provided Bank does not have actual knowledge that
such third party is prohibited from disclosing such information or has a duty to Borrower not to disclose.


 






    17


     


    




 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed as of the date first above written.


 





	 	AUGMEDIX, INC
	 	 	 
	 	By:	/s/ Ian Shakil
	 	Name:	Ian Shakil
	 	Title:	CEO





 


	 	COMERICA BANK
	 	 	 
	 	By:	/s/ Kevin Zeidan
	 	Name:	 Kevin Zeidan
	 	Title:	SVP






 






    18


     


    




 





EXHIBIT A


 


DEFINITIONS


 


“Accounts” mean all presently
existing and hereafter arising accounts, contract rights, payment intangibles and all other forms of obligations owing to Borrower
arising out of the sale or lease of goods (including, without limitation, the licensing of software and other technology) or the
rendering of services by Borrower and any and all credit insurance, guaranties, and other security therefor, as well as all merchandise
returned to or reclaimed by Borrower and Borrower’s Books relating to any of the foregoing.


 


“Affiliate” means, with respect
to any Person, any Person that owns or controls directly or indirectly such Person, any Person that controls or is controlled by
or is under common control with such Person, and each of such Person’s senior executive officers, directors, and partners.


 


“Authorized Officers” means the
officers of Borrower listed in the Borrowing Resolutions as authorized to request Credit Extensions.


 


“Bank Expenses” mean all costs
or expenses of Bank, or any other holder or owner of the Loan Documents (including, without limit, court costs, legal expenses
and reasonable attorneys’ fees and expenses, whether generated in-house or by outside counsel, whether or not suit is instituted,
and, if suit is instituted, whether at trial court level, appellate court level, in a bankruptcy, probate or administrative proceeding
or otherwise) incurred in connection with the preparation, negotiation, execution, delivery, amendment, administration, and performance,
or incurred in collecting, attempting to collect under the Loan Documents or the Obligations, or incurred in defending the Loan
Documents, or incurred in any other matter or proceeding relating to the Loan Documents or the Obligations; and reasonable Collateral
audit fees.


 


“Board of Directors” means the Board of Directors
of Borrower.


 


“Borrower State” means Delaware, the state under whose
laws Borrower is organized.


 


“Borrower’s Books” mean all of
Borrower’s books and records including: ledgers; records concerning Borrower’s assets or liabilities, the Collateral, business
operations or financial condition; and all computer programs, or tape files, and the equipment, containing such information.


 


“Borrowing Resolutions” means
an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this
Agreement and the other Loan Documents in the form attached hereto.


 


“Business Day” means any day
that is not a Saturday, Sunday, or other day on which banks in the State of California are authorized or required to close.


 


“Cash” means unrestricted cash and cash equivalents.


 


“Change in Control” shall mean
any transaction or series of related transactions in which any “person” or “group” (within the meaning of Section
13(d) and 14(d)(2) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934), directly or indirectly, of a sufficient number of shares of all classes of Equity Interests
then outstanding of Borrower ordinarily entitled to vote in the election of directors, empowering such “person” or “group”
to elect a majority of the Board of Directors of Borrower, who did not have such power before such transaction.


 


“Closing Date” means the date of this Agreement.


 


“Code” means the California Uniform Commercial Code
as amended or supplemented from time to time.


 






    19


     


    

  


“Collateral” means the property
described on Exhibit B attached hereto and all Negotiable Collateral to the extent not described on Exhibit B, except
to the extent any such property (i) is nonassignable by its terms without the consent of the licensor thereof or another party
(but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, Sections
9406 and 9408 of the Code), (ii) the granting of a security interest therein is contrary to applicable law, provided that upon
the cessation of any such restriction or prohibition, such property shall automatically become part of the Collateral, or (iii)
constitutes the Equity Interests of a controlled foreign corporation (as defined in the IRC), in excess of sixty-five percent (65%)
of the voting power of all classes of Equity Interests of such controlled foreign corporations entitled to vote.


 


“Contingent Obligation” means,
as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to (i) any indebtedness,
lease, dividend, letter of credit or other obligation of another, including, without limitation, any such obligation directly or
indirectly guaranteed, endorsed, co-made or discounted or sold with recourse by that Person, or in respect of which that Person
is otherwise directly or indirectly liable; (ii) any obligations with respect to undrawn letters of credit, corporate credit cards
or merchant services issued or provided for the account of that Person; and (iii) all obligations arising under any interest rate,
currency or commodity swap agreement, interest rate cap agreement, interest rate collar agreement, or other agreement or arrangement
designed to protect such Person against fluctuation in interest rates, currency exchange rates or commodity prices; provided, however,
that the term “Contingent Obligation” shall not include endorsements for collection or deposit in the ordinary course
of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determined amount of
the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof as determined by Bank in good faith; provided, however, that such amount shall not in
any event exceed the maximum amount of the obligations under the guarantee or other support arrangement.


 


“Copyrights” mean any and all
copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and derivative
work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing,
created, acquired or held.


 


“Credit Extension” means each
Growth Capital Advance or any other extension of credit by Bank to or for the benefit of Borrower hereunder.


 


“Dollars” mean lawful money
of the United States.


 


“Environmental Laws” mean all
laws, rules, regulations, orders and the like issued by any federal state, local foreign or other governmental or quasi-governmental
authority or any agency pertaining to the environment or to any hazardous materials or wastes, toxic substances, flammable, explosive
or radioactive materials, asbestos or other similar materials.


 


“Equipment” means all present
and future machinery, equipment, tenant improvements, furniture, fixtures, vehicles, tools, parts and attachments in which Borrower
has any interest.


 


“Equity Interests” means, with
respect to any Person, the capital stock, partnership or limited liability company interest, or other equity securities or equity
ownership interests of such Person.


 


“ERISA” means the Employee
Retirement Income Security Act of 1974, as amended, and the regulations thereunder.


 


“Event of Default” has the
meaning assigned in Article 8.


 


“GAAP” means generally accepted
accounting principles, consistently applied, as in effect from time to time in the United States provided, however, that when used
with reference to any unaudited financial statements of Borrower, the term GAAP shall be subject to the exceptions that the unaudited
financial statements (i) do not contain the notes to financial statements required under GAAP; or (ii) are subject to year-end
audit adjustments.


 


“Growth Capital Advance(s)”
means a cash advance or cash advances under the Growth Capital Line,


 




    20


     


    

 


“Growth Capital Line” means
a Credit Extension of up to Three Million Five Hundred Thousand Dollars ($3,500,000).


 


“Growth Capital Maturity Date”
means June 11, 2019.


 


“Indebtedness” means (a) all
indebtedness for borrowed money or the deferred purchase price of property or services, including without limitation reimbursement
and other obligations with respect to surety bonds and letters of credit, (b) all obligations evidenced by notes, bonds, debentures
or similar instruments, (c) all capital lease obligations and (d) all Contingent Obligations.


 


“Insolvency Proceeding” means
any proceeding commenced by or against any Person or entity under any provision of the United States Bankruptcy Code, as amended,
or under any other bankruptcy or insolvency law, including assignments for the benefit of creditors, formal or informal moratoria,
compositions, extension generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.


 


“Intellectual Property” means
any Copyrights, Patents, Trademarks, servicemarks and applications therefor, now owned or hereafter acquired, or any claims for
damages by way of any past, present and future infringement of any of the foregoing.


 


“Inventory” means all present
and future inventory in which Borrower has any interest.


 


“Investment” means any beneficial
ownership (including Equity Interests) of any Person, or any loan, advance or capital contribution to any Person.


 


“IRC” means the Internal Revenue
Code of 1986, as amended, and the regulations thereunder.


 


“Lien” means any mortgage,
lien, deed of trust, charge, pledge, security interest or other encumbrance.


 


“Loan Documents” mean, collectively,
this Agreement, the Pricing Addendum, any guaranty, any note or notes executed by Borrower, and any other document, instrument
or agreement entered into in connection with this Agreement, all as amended or extended from time to time.


 


“Material Adverse Effect” means
(i) a material adverse change in Borrower’s business or financial condition, or (ii) a material impairment in the prospect
of repayment of all or any portion of the Obligations or in otherwise performing Borrower’s obligations under the Loan Documents,
(iii) a material impairment in the perfection, value or priority of Bank’s security interests in the Collateral.


 


“Negotiable Collateral” means
all of Borrower’s present and future letters of credit of which it is a beneficiary, drafts, instruments (including promissory
notes), securities, documents of title, and chattel paper, and Borrower’s Books relating to any of the foregoing.


 


“Obligations” mean all debt,
principal, interest, Bank Expenses and other amounts owed to Bank by Borrower pursuant to this Agreement or any other agreement,
whether absolute or contingent, due or to become due, now existing or hereafter arising, including any interest that accrues after
the commencement of an Insolvency Proceeding and including any debt, liability, or obligation owing from Borrower to others that
Bank may have obtained by assignment or otherwise but excluding any Warrants.


 


“Patents” mean all patents,
patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues,
extensions and continuations-in-part of the same.


 


“Periodic Payments” mean all
installments or similar recurring payments that Borrower may now or hereafter become obligated to pay to Bank pursuant to the terms
and provisions of any instrument, or agreement now or hereafter in existence between Borrower and Bank.


 




    21


     


    

 


”Permitted Indebtedness” mean:


 


		(a)	Indebtedness of Borrower in favor of Bank arising under
this Agreement or any other Loan Document;



 


		(b)	Indebtedness existing on the Closing Date and disclosed
in the Schedule;



 


		(c)	Indebtedness not to exceed One Hundred Thousand Dollars
($100,000) in the aggregate secured by a lien described in clause (c) of the defined term “Permitted Liens,” provided
such Indebtedness does not exceed the lesser of the cost or fair market value of the equipment financed with such Indebtedness;



 


		(d)	Subordinated Debt;



 


		(e)	Indebtedness to trade creditors incurred in the ordinary
course of business; 



 


		(f)	Indebtedness that constitutes a Permitted Investment;
and



 


		(g)	Extensions, refinancings and renewals of any items of
Permitted Indebtedness, provided that the principal amount is not increased or the terms modified to impose more burdensome terms
upon Borrower or its Subsidiary, as the case may be.



 


“Permitted Investments” mean:


 


		(a)	Investments existing on the Closing Date disclosed in
the Schedule;



 


		(b)	(i) Marketable direct obligations issued or unconditionally
guaranteed by the United States or any agency or any State thereof maturing within one (1) year from the date of acquisition thereof,
(ii) commercial paper maturing no more than one (1) year from the date of creation thereof and currently having rating of at least
A-2 or P-2 from either Standard & Poor’s Rating Service or Moody’s Investors Service, Inc., (iii) Bank’s
certificates of deposit maturing no more than one (1) year from the date of investment therein, and (iv) Bank’s money market
accounts and deposit accounts;



 


		(c)	Repurchases of Equity Interests from former employees,
directors, or consultants of Borrower under the terms of applicable equity repurchase agreements (i) in an aggregate amount not
to exceed One Hundred Thousand Dollars ($100,000) in any fiscal year, provided that no Event of Default has occurred, is continuing
or would exist after giving effect to the repurchases, or (ii) in any amount where the consideration for the repurchase is the
cancellation of indebtedness owed by such former employees, directors or consultants to Borrower regardless of whether an Event
of Default exists;



 


		(d)	Investments accepted in connection with Permitted Transfers;



 


		(e)	Investments of Subsidiaries in or to other Subsidiaries
or Borrower and Investments by Borrower in Subsidiaries not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000) in
the aggregate in any fiscal year;



 


		(f)	Investments not to exceed One Hundred Thousand Dollars
($100,000) in the aggregate in any fiscal year consisting of (i) travel advances and employee relocation loans and other employee
loans and advances in the ordinary course of business, and (ii) loans to employees, officers or directors relating to the purchase
of Equity Interests of Borrower or its Subsidiaries pursuant to employee equity purchase agreements approved by Borrower’s
Board of Directors;



 


		(g)	Investments (including debt obligations) received in
connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and
other disputes with, customers or suppliers arising in the ordinary course of Borrower’s business;



 




    22


     


    

 


		(h)	Investments consisting of notes receivable of, or prepaid
royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business,
provided that this subparagraph (h) shall not apply to Investments of Borrower in any Subsidiary;



 


		(i)	Joint ventures or strategic alliances in the ordinary
course of Borrower’s business consisting of the non-exclusive licensing of technology, the development of technology or the
providing of technical support, provided that any cash Investments by Borrower do not exceed One Hundred Thousand Dollars ($100,000)
in the aggregate in any fiscal year.



 


“Permitted Liens” mean:


 


		(a)	Any Liens existing on the Closing Date and disclosed
in the Schedule (excluding Liens to be satisfied with the proceeds of the Advances) or arising under this Agreement or the other
Loan Documents;



 


		(b)	Liens for taxes, fees, assessments or other governmental
charges or levies, either not delinquent or being contested in good faith by appropriate proceedings and for which Borrower maintains
adequate reserves, provided the same have no priority over any of Bank’s security interests;



 


		(c)	Liens securing Indebtedness not to exceed One Hundred
Thousand Dollars ($100,000) in the aggregate (i) upon or in any Equipment acquired or held by Borrower or any of its Subsidiaries
to secure the purchase price of such Equipment or indebtedness incurred solely for the purpose of financing the acquisition or
lease of such Equipment, or (ii) existing on such Equipment at the time of its acquisition, provided that the Lien is confined
solely to the property so acquired and improvements thereon, and the proceeds of such Equipment;



 


		(d)	Liens incurred in connection with the extension, renewal
or refinancing of the indebtedness secured by Liens of the type described in clauses (a) through (c) above, provided that any
extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount
of the indebtedness being extended, renewed or refinanced does not increase; and



 


		(e)	Liens arising from judgments, decrees or attachments
in circumstances not constituting an Event of Default under Sections 8.4 (attachment) or 8.8 (judgments/settlements); and



 


		(f)	Liens in favor of other financial institutions arising
in connection with Borrower’s deposit accounts held at such institutions to secured standard fees for deposit services charged
by, but not financing made available by such institutions, provided that Bank has a perfected security interest in the amounts
held in such deposit accounts.



 


“Permitted Transfer” means
the conveyance, sale, lease, transfer or disposition by Borrower or any Subsidiary of:


 


		(a)	Cash in the ordinary course of business, in connection
with Permitted Investments;



 


		(b)	Inventory in the ordinary course of business;



 


		(c)	Non-exclusive licenses and similar arrangements for the
use of the property of Borrower or its Subsidiaries in the ordinary course of business;



 


		(d)	Worn-out, obsolete, or surplus Equipment;



 


		(e)	Transfers that are explicitly permitted by Section 7;
or



 


		(f)	Other assets of Borrower or its Subsidiaries that do
not in the aggregate exceed One Hundred Thousand Dollars ($100,000) during any fiscal year.



 




    23


     


    

 


“Person” means any individual,
sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation,
institution, public benefit corporation, firm, joint stock company, estate, entity or governmental agency.


 


“Pricing Addendum” means that
certain Prime Referenced Rate Addendum attached hereto as Exhibit E, dated as of the Closing Date, by and between Borrower
and Bank (as the same may be amended and/or restated from time to time).


 


“Prohibited Territory” means
any person or country listed by the Office of Foreign Assets Control of the United States Department of Treasury as to which transactions
between a United States Person and that territory are prohibited.


 


“Responsible Officer” means
each of the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer and the Controller of Borrower.


 


“Restricted Agreement” is any
material license or other material agreement (other than over-the-counter software that is commercially available to the public
and “open source” licenses) to which Borrower is a party or under which Borrower is bound (including licenses and agreements
under which Borrower is the licensee): (a) that prohibits or otherwise restricts Borrower from assigning to Bank, or granting to
Bank a Lien in, Borrower’s interest in such license or agreement, the rights arising thereunder or any other property, or
(b) for which a default under or termination of such license or contract could interfere with the Bank’s right to use, license,
sell or collect any Collateral or otherwise exercise its rights and remedies with respect to the Collateral under the Loan Documents
or applicable law.


 


“Schedule” means the schedule
of exceptions attached hereto and approved by Bank, if any.


 


“SOS Reports” mean the official
reports from the Secretaries of State of each Borrower State and other applicable federal, state or local government offices identifying
all current security interests filed in the Collateral and Liens of record as of the date of such report.


 


“Subordinated Debt” means any
debt incurred by Borrower that is subordinated in writing to the debt owing by Borrower to Bank on terms reasonably acceptable
to Bank (and identified as being such by Borrower and Bank).


 


“Subsidiary” means any corporation,
partnership or limited liability company or joint venture in which (i) any general partnership interest or (ii) more than fifty
percent (50%) of the Equity Interests of which by the terms thereof ordinary voting power to elect the Board of Directors, managers
or trustees of the entity, at the time as of which any determination is being made, is owned by Borrower, either directly or through
an Affiliate.


 


“Trademarks” mean any trademark
and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections,
and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks.


 


“United States” means the United
States of America.


 


“Warrant” means that certain
Warrant to Purchase Stock issued on the Closing Date by Borrower to Bank.


 




    24


     


    

 


	DEBTOR	AUGMEDIX, INC.
	 	 
	SECURED PARTY:	COMERICA BANK


 


EXHIBIT B


 


COLLATERAL
DESCRIPTION ATTACHMENT TO LOAN AND SECURITY AGREEMENT


 


All personal property of Debtor of every
kind, whether presently existing or hereafter created or acquired, and wherever located, including but not limited to: (a) all
accounts (including health-care-insurance receivables), chattel paper (including tangible and electronic chattel paper), deposit
accounts, documents (including negotiable documents), equipment (including all accessions and additions thereto), general intangibles
(including payment intangibles and software), goods (including fixtures), instruments (including promissory notes), inventory (including
all goods held for sale or lease or to be furnished under a contract of service, and including returns and repossessions), investment
property (including securities and securities entitlements), letter of credit rights, money, and all of Debtor’s books and
records with respect to any of the foregoing, and the computers and equipment containing said books and records; and (b) any and
all cash proceeds and/or noncash proceeds thereof, including, without limitation, insurance proceeds, and all supporting obligations
and the security therefor or for any right to payment. All terms above have the meanings given to them in the California Uniform
Commercial Code, as amended or supplemented from time to time.


 


Notwithstanding the foregoing, the Collateral
shall not include (a) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock
owned by Debtor of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter; (b)
rights held under a lease or license that are not assignable by their terms without the consent of the lessor or licensor thereof
(but only to the extent such restriction on assignment is enforceable under applicable law); or (c) the Intellectual Property;
provided, however, that the Collateral shall include all accounts and general intangibles that consist of rights to payment from
the sale, licensing or disposition of all or any part of, or rights in, the Intellectual Property (the “Rights to Payment”).
Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the
underlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral shall automatically,
and effective as of June 11, 2015 include the Intellectual Property to the extent necessary to permit perfection of Bank’s
security interest in the Rights to Payment.


 




    25


     


    

 


EXHIBIT C


 


TECHNOLOGY
& LIFE SCIENCES DIVISION

LOAN ANALYSIS

LOAN ADVANCE/PAYDOWN REQUEST FORM

DEADLINE FOR SAME DAY PROCESSING IS 3:00* P.M., P.S.T.

DEADLINE FOR EQUIPMENT ADVANCES IS 3:00 P.M., P.S.T.**

DEADLINE FOR WIRE TRANSFERS IS 1.30 P.M., P.S.T.

*At month end and the day before a holiday, the cut off time is 1:30 P.M, P.S.T.

**Subject to 3 day advance notice.


 


	TO: Loan Analysis 	DATE: _____                 TIME:
	FAX #: [*]	 


 


	 FROM:	AUGMEDIX, INC.	 	TELEPHONE REQUEST (For Bank Use Only):
	 	Borrower’s Name	 	 
	 FROM:	Authorized Signer’s Name	 	The following person is authorized to request the loan payment
    transfer/loan advance on the designated account and is known to me.
	 		 	 
	 FROM:	 	 	 
	 	Authorized Signature (Borrower)	 	Authorized Requester & Phone #
	 PHONE #:	 	 	 
	 	 	 	 
	 FROM ACCOUNT #:	 	Received by (Bank) & Phone #
	 (please include Note number, if applicable)	 	 
	 TO ACCOUNT #:	 	 
	 (please include Note number, if applicable)	 	Authorized Signature (Bank)


 


	REQUESTED TRANSACTION TYPE	 	REQUESTED DOLLAR AMOUNT	 	For Bank Use Only
	 	 	 	 	 
	PRINCIPAL INCREASE* (ADVANCE)	 	$	 	Date Rec’d:
	PRINCIPAL PAYMENT (ONLY)	 	$	 	Time:
	 	 	 	 	Comp. Status:   YES            NO
	OTHER INSTRUCTIONS:	 	 	 	Status Date:
	 	 	 	 	Time:
	 	 	 	 	Approval:
	 	 	 	 	 



 


All representations and warranties of Borrower
stated in the Loan and Security Agreement are true, correct and complete in all  material respects as of the date of the telephone
request for an advance confirmed by this Loan Advance/Paydown Request Form, including without limitation the representation that
Borrower has paid for and owns the equipment financed by the Bank; provided, however, that those representations and warranties
expressly referring to another date shall be true, correct and complete in all material respects as of such date.


 


*IS THERE A WIRE REQUEST TIED TO THIS
LOAN ADVANCE? (PLEASE CIRCLE ONE)         YES          NO


 


If YES, the Outgoing Wire Transfer Instructions must be completed below.


 


	OUTGOING WIRE TRANSFER INSTRUCTIONS	 	Fed Reference
    Number	 	Bank Transfer
    Number
	 	 	 	 	 
	The items marked with an asterisk (*) are required to be completed.
	*Beneficiary Name	 	 	 	 
	*Beneficiary Account Number	 	 	 	 
	*Beneficiary Address	 	 	 	 
	Currency Type	 	US DOLLARS ONLY
	*ABA Routing Number (9 Digits)	 	 	 	 
	*Receiving Institution Name	 	 	 	 
	*Receiving Institution Address	 	 	 	 
	*Wire Amount	 	$	 	 


 




    26


     


    

 


EXHIBIT D


 


COMPLIANCE
CERTIFICATE


 


	Please
        send all Required Reporting to:

        
	 	Comerica
        Bank

        Technology
        & Life Sciences Division

        Loan
        Analysis Department

        250
        Lytton Ave, 3rd Floor

        Palo
        Alto, CA 94301

        Attn:
        [*]

        FAX:
        [*]

        Email:
        [*]




 


FROM:
AUGMEDIX, INC.

 


The undersigned authorized Officer of AUGMEDIX,
INC. (“Borrower”), hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement
between Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliance for the period ending _________________________________
with all required covenants, including without limitation the ongoing registration of intellectual property rights in accordance with Section 6.8, except as noted below and (ii) all representations and warranties
of Borrower stated in the Agreement are true and correct in all material respects as of the date hereof. Attached herewith are
the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance
with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained
in an accompanying letter or footnotes.


 


Please indicate compliance status by circling
Yes/No under “Complies” or “Applicable” column.


 


	

        REPORTING
        COVENANTS
	 	REQUIRED	 	COMPLIES
	 	 	 	 	 	 	 
	Company Prepared
    Monthly F/S	 	Monthly, within
    30 days	 	YES	 	NO
	Compliance Certificate	 	Monthly, within
    30 days	 	YES	 	NO
	CPA Audited, Unqualified
    F/S	 	Annually, within
    180 days of FYE	 	YES	 	NO
	Annual Business
    Plan (on a monthly basis, incl. operating budget)	 	Annually, within
    30 days of board approval	 	YES	 	NO
	Audit	 	annual	 	YES	 	NO
	 	 	 	 	 	 	 
	If Public:	 	 	 	 	 	 
	10-Q	 	Quarterly, within
    5 days of SEC filing (50 days)	 	YES	 	NO
	10-K	 	Annually, within
    5 days of SEC filing (95 days)	 	YES	 	NO
	 	 	 	 	 	 	 
	Total amount of
    Borrower’s cash and investments	 	Amount: $ ______________	 	YES	 	NO
	Total amount of
    Borrower’s cash and investments maintained with Bank	 	Amount: $ ______________	 	YES	 	NO


 


	 	 	DESCRIPTION	 	APPLICABLE
	 	 	 	 	 
	Legal
    Action > $100,000	 	Notify
    promptly upon notice _____________	 	YES	 	NO
	Inventory Disputes
    > $100,000	 	Notify promptly
    upon notice _____________	 	YES	 	NO
	Mergers & Acquisitions
    > $100,000	 	Notify promptly
    upon notice _____________	 	YES	 	NO
	Cross default with
    other agreements > $100,000	 	Notify promptly
    upon notice _____________	 	YES	 	NO
	Judgment > $100,000	 	Notify promptly
    upon notice _____________	 	YES	 	NO


 


	OTHER COVENANTS	 	REQUIRED	 	ACTUAL	 	COMPLIES
	 	 	 	 	 	 	 
	Permitted Indebtedness for equipment leases	 	<$100,000	 	 	 	YES	 	NO
	Permitted Investments for stock repurchase	 	<$100,000	 	 	 	YES	 	NO
	Permitted Investments for subsidiaries	 	<$2,500,000	 	 	 	YES	 	NO
	Permitted Investments for employee loans	 	<$100,000	 	 	 	YES	 	NO
	Permitted Investments for joint ventures	 	<$100,000	 	 	 	YES	 	NO
	Permitted Liens for equipment leases	 	<$100,000	 	 	 	YES	 	NO
	Permitted Transfers	 	<$100,000	 	 	 	YES	 	NO


 




    27


     


    

 


Please Enter Below Comments Regarding Violations:


 


The Officer further acknowledges that at
any time Borrower is not in compliance with all the terms set forth in the Agreement, including, without limitation, the financial
covenants, no credit extensions will be made.


 


	Very truly yours,	 
	 	 
	/s/ IAN SHAKIL	 
	Authorized Signer	 
	 	 
	Name: 	IAN SHAKIL	 
	Title:	CEO	 


 




    28


     


    

  


EXHIBIT E


 


[PRICING ADDENDUM — see attached]


 




    29


     


    

  


SCHEDULE OF EXCEPTIONS


 


TO LOAN AND SECURITY AGREEMENT


 


Permitted Indebtedness (Exhibit
A)


 


None.


 


Permitted Investments (Exhibit
A)


 


None.


 


Permitted Liens (Exhibit
A)


 


None.


 


Security Interests (Section 4.1)


 


None.


 


Collateral (Section 5.3)


 


None.


 


Intellectual Property Collateral)


 


None.


 


Prior Names (Section 5.5)


 


None.


 


Inventory or Equipment Locations
(Section 5.5)


 


None.


 


Litigation (Section 5.6)


 


None.


 


Subsidiaries (Section 5.10)


 


None.


 


Inbound Licenses (Section 5.12)


 


None.


 




    30


     


    

 


 


  


CORPORATION RESOLUTIONS AND INCUMBENCY
CERTIFICATION

AUTHORITY TO PROCURE LOANS


 


I certify that I am the duly elected and
qualified Secretary of AUGMEDIX, INC. (the “Corporation”), and the keeper of the records of the Corporation;
that the following is a true and correct copy of resolutions duly adopted by the Board of Directors of the Corporation in accordance
with its bylaws and applicable statutes.


 


Copy of Resolutions:


 


Be it Resolved, that:


 


		1.	Any (insert number
                                         required to sign) One (1) of the following (insert titles only) __________________________
                                         of the Corporation (the “Authorized Signer(s)”) are/is authorized, for, on
                                         behalf of, and in the name of the Corporation to:



 


		(a)	Negotiate and procure loans, letters of credit and other
credit or financial accommodations from Comerica Bank (the “Bank”), up to an amount not exceeding $____________,
in aggregate (if left blank, then unlimited);



 


		(b)	Discount with the Bank, commercial or other business
paper belonging to the Corporation made or drawn by or upon third parties, without limit as to amount;



 


		(c)	Purchase, sell, exchange, assign, endorse for transfer
and/or deliver certificates and/or Instruments representing stocks, bonds, evidences of indebtedness or other securities owned
by the Corporation, whether or not registered in the name of the Corporation;



 


		(d)	Give security for any liabilities of the Corporation
to the Bank by grant, security interest, assignment, lien, deed of trust or mortgage upon any real or personal property, tangible
or intangible of the Corporation;



 


		(e)	Issue and/or execute one or more warrants for the purchase
of the Corporation’s capital stock to Bank;



 


		(f)	Execute and deliver in form and content as may be required
by the Bank any and all notes, evidences of Indebtedness, applications for letters of credit, guaranties, subordination agreements,
loan and security agreements, financing statements, assignments, liens, deeds of trust, mortgages, trust receipts and other agreements,
instruments or documents to carry out the purposes of these Resolutions, any or all of which may relate to all or to substantially
all of the Corporation’s property and assets; and



 


		(g)	Appoint, delegate and authorize such other person(s)
(the “Delegated Person(s)”) as may be designated in writing from time to time by the above referenced Authorized Signer(s),
or any one or more of them, to (i) request loans, advances and/or letters of credit under any line of credit, loan or other credit
or financial accommodation made available by Bank to or in favor of the Corporation, and to execute and/or deliver unto Bank,
in form and content as may be required by the Bank, such agreements, instruments and documents as may be necessary or required
to carry out such purposes, (ii) make loan payments for and on behalf of the Corporation, and (iii) execute and certify borrowing
base certificates, account agings, inventory reports and collateral reports (together with any other documents, reports and certificates
required to be delivered in connection with any of the foregoing) for and on behalf of the Corporation.



 


		2.	Said Bank be and it is authorized and directed to pay the proceeds of any such loans or
                                                                               discounts as directed by the Authorized Signer(s) or Delegated Person(s) (if any), whether so payable to the order of any of
                                                                               said Authorized Signer(s) or Delegated Person(s) (if any) in their individual capacities or not, and whether such proceeds
                                                                               are deposited to the individual credit of any of said Authorized Signer(s) or Delegated Person(s) (if any) or not.



 


		3.	Any and all agreements, instruments and documents previously
executed and acts and things previously done to carry out the purposes of these Resolutions are ratified, confirmed and approved
as the act or acts of the Corporation.



 


		4.	These Resolutions
                                         shall continue in force, and the Bank may consider the holders of said offices and their
                                         signatures to be and continue to be as set forth in a certified copy of these Resolutions
                                         delivered to the Bank, until notice to the contrary in writing is duly served on the
                                         Bank (such notice to have no effect on any action previously taken by the Bank in reliance
                                         on these Resolutions).



 




    31


     


    

 


		5.	Any person, corporation
or other legal entity dealing with the Bank may rely upon a certificate signed by an officer of the Bank to effect that these
Resolutions and any agreement, instrument or document executed pursuant to them are still in full force and effect and binding
upon the Corporation.



 


		6.	The Bank may consider
the holders of the offices of the Corporation and their signatures, respectively, to be and continues to be as set forth in the
Certificate of the Secretary of the Corporation until notice to  the contrary in writing is duly served on the Bank.



 


I further certify that the above Resolutions
are in full force and effect as of the date of this Certificate; that these Resolutions and any borrowings or financial accommodations
under these Resolutions have been properly noted in the corporate books and records, and have not been rescinded, annulled, revoked
or modified; that neither the foregoing Resolutions nor any actions to be taken pursuant to them are or wilt be in contravention
of any provision of the articles of incorporation or bylaws of the Corporation or of any agreement, Indenture or other Instrument
to which the Corporation is a party or by which it is bound; and that neither the articles of Incorporation nor bylaws of the Corporation
nor any agreement, indenture or other instrument to which the Corporation is a party or by which it is bound require the vote or
consent of shareholders of the Corporation to authorize any act, matter or thing described in the foregoing Resolutions.


 


further certify that the following named
persons have been duly elected to the offices set opposite their respective names, that they continue to hold these offices at
the present time, and that the signatures which appear below are the genuine, original signatures of each respectively:


 


(PLEASE SUPPLY GENUINE SIGNATURES OF
AUTHORIZED SIGNERS BELOW)


 


	NAME (Type or Print)	 	TITLE	 	SIGNATURE
	 	 	 	 	 
	Ian Shakil	 	CEO	 	/s/ Ian Shakil
	Pelu Tran	 	President, Chief Customer Officer	 	/s/ Pelu Tran
	George Shakil	 	CEO	 	/s/ George Shakil
	 	 	 	 	 
	 	 	 	 	 


 


In Witness Whereof, I have affixed my name
as Secretary on June 11, 2015.


 


	 	/s/ Pelu Tran
	 	Secretary


 


The Above Statements are Correct.


 


	 	 
	 	SIGNATURE OF OFFICER OR DIRECTOR OR, IF NONE, A SHAREHOLDER OTHER THAN THE SECRETARY WHEN THE SECRETARY IS THE SOLE AUTHORIZED SIGNER SET FORTH ABOVE


 


Failure to complete the above when the
Secretary is the sole Authorized Signer set forth above, shall constitute a certification by the Secretary that the Secretary is
the sole Shareholder, Director and Officer of the Corporation.


  




    32


     


    

 


 


 


Agreement to Furnish Insurance to
Loan and Security Agreement


 






(Herein called “Bank”)


 


Borrower(s): AUGMEDIX, INC,


 


I understand that the Loan and Security
Agreement or Deed of Trust which I executed in connection with this transaction requires me to provide certain insurance policies,
including, without limitation, a physical damage insurance policy including a Lenders Loss Payable Endorsement in favor of Comerica
Bank (the “Bank”) as shown below.


 


The following minimum insurance must be
provided according to the terms of the security documents (together with such other insurance as may be required by the Bank pursuant
to the terms of the security documents).


 


Fire & Extended Coverage


Lender’s Loss Payable Endorsement


 


I may obtain the required insurance from
any company that is acceptable to the Bank, and will deliver proof of such coverage with an effective date of June 11, 2015 or earlier.


 


I understand and agree that if i fall to deliver proof of insurance to the Bank at the address below, or upon the lapse or cancellation of such insurance, the
Bank may procure Lender’s Single Interest Insurance or other similar coverage on the property. If the Bank procures
insurance to protect its interest in the property described in the security documents, the cost for the insurance will be
added to my indebtedness as provided in the security documents. Lender’s Single Interest Insurance shall cover only the
Bank’s interest as a secured party, and shall become effective at the earlier of the funding date of this transaction
or the date my insurance was canceled or expired. I UNDERSTAND THAT LENDER’S SINGLE INTEREST INSURANCE WILL PROVIDE ME
WITH ONLY LIMITED PROTECTION AGAINST PHYSICAL DAMAGE TO THE COLLATERAL, UP TO THE BALANCE OF THE LOAN, HOWEVER, MY EQUITY IN
THE PROPERTY WILL NOT BE INSURED. FURTHER, THE INSURANCE WILL NOT PROVIDE MINIMUM PUBLIC LIABILITY OR PROPERTY DAMAGE
INDEMNIFICATION AND DOES NOT MEET THE REQUIREMENTS OF THE FINANCIAL RESPONSIBILITY LAW.


 


CALIFORNIA CIVIL CODE SECTION 2955.5. HAZARD
INSURANCE DISCLOSURE: No lender shall require a borrower, as a condition of receiving or maintaining a loan secured by real property,
to provide hazard insurance coverage against risks to the improvements on that real property in an amount exceeding the replacement
value of the improvements on the property.


 


	 	Bank Address for Insurance Documents:	 
	 	 	 
	 	Comerica Bank 	 
	 	P.O. Box 863299	 
	 	Plano, Texas 75086-3299	 


 


I acknowledge having read the provisions
of this agreement, and agree to its terms. I authorize the Bank to provide to any person (including any insurance agent or company)
any information necessary to obtain the insurance coverage required.


 


	Date: June 11, 2015	OWNER(S) OF COLLATERAL:
	 	 
	 	AUGMEDIX, INC.
	 	 
	 	By:	/s/ Ian Shakil
	 	Title:	CEO
	 	 
	 	By:	 
	 	Title:	 


 


	INSURANCE VERIFICATION	 	 
	 	 	 
	Date ______________________________	 	Phone _________________________________
	 	 	 
	Agents Name _______________________	 	Person Talked To _________________________
	 	 	 
	Agents Address _________________________________________________________________________________
	 	 	 
	Insurance Company  _______________________________________________________________________________
	 	 	 
	Policy Number(s)  _________________________________________________________________________________
	 
	Effective Dates: From Deductible $ ________________	 	To: ____________________________________
	 	 	 
		 	Comments: ______________________________

                                                                                 



 




    33


     


    

 


COMERICA BANK

Member FDIC


 


ITEMIZATION OF
AMOUNT FINANCED

DISBURSEMENT INSTRUCTIONS

(Growth Capital)


 


	Name(s): AUGMEDIX, INC.	Date: June 11, 2015


 


	$	credited to deposit account No. [*] when
Growth Capital Advances are requested or  disbursed to Borrower by cashier’s check or wire transfer


 


	 Amounts paid to others on your behalf:
	 	 
	$	to Comerica Bank for Loan Fee
	 	 
	$	to Comerica Bank for Document Fee
	 	 
	$	to Comerica Bank for accounts receivable audit (estimate)
	 	 
	$	to Bank counsel fees and expenses
	 	 
	$	to ______________
	 	 
	$	to ______________
	 	 
	$	TOTAL (AMOUNT FINANCED)


 


Upon consummation of this transaction,
this document will also serve as the authorization for Comerica Bank to disburse the loan proceeds as stated above.


 


	/s/ Ian Shakil	 	 
	Signature	 	Signature


 




    34


     


    

 


 


 


AUTOMATIC LOAN PAYMENT AUTHORIZATION


 






 


Date: June   , 2015


 


Obligor Name:                 AUGMEDIX, INC.                                                                                                                             


 


Obligor Number: ____________________________________
Lender’s Cost Center #: Loan Group Cost Center


 


Address:                    1161 Mission Street, Suite
210, San Francisco, CA 94103                                                


 


The undersigned hereby authorizes Comerica
Bank (“Bank”) to charge the account designated below for the payments due on the loan(s) as designated below and
all renewals, extensions, modifications and/or substitutions thereof. This authorization will remain in effect unless the undersigned
requests a modification that is agreed to by the Bank in writing. The undersigned remains fully responsible for all amounts outstanding
to Bank if the designated account is insufficient for repayment.


 


		☒	Automatic
                                         Payment Authorization for all payments on all current and future borrowings,
                                         as and when such payments come due (which payments include, without limitation, principal,
                                         interest, fees, costs, and expenses).



 


		☐	Automatic Payment Authorization for all payments on only the specific borrowing identified
                                                                                    below, as and when such payments come due (which payments include, without limitation, principal, interest, fees, costs, and
                                                                                    expenses).



 


Specific Obligation Number: _________________________________


 


		☐	Automatic Payment Authorization for less than all payments
on only the specific borrowing identified below, as and when such payments come due.



 


Specific Obligation Number: ___________________________________


 


		☐	Principal and Interest payments only



 


		☐	Principal payments only I Interest payments only



 


		☐	SPECIAL INSTRUCTIONS/IRREGULAR PAYMENT INSTRUCTIONS



 





 



 





 






 


Payment Due Date: Your loan payments
will be charged to your account as indicated above on the dates such payments become due (or on a date thereafter when there are
available funds) unless that day is a Saturday, Sunday, or Bank holiday in which case such payments will be charged on the following
business day, with interest to accrue during this extension as provided under the loan documents.


 


Account
to be Charged:


 


Account No. [*]


 


Transit No. [*]


 


Number of lead days to issue billing 1


 


(Charges to account are withdrawals pursuant
to account resolution)


 


	 	BORROWER:
	 	 	 
	 	AUGMEDIX, INC.
	 	 	 
	 	By:	/s/ Ian Shakil
	 	Name:	Ian Shakil
	 	Title:	CEO


 




    35


     


    

  


USA PATRIOT ACT


 


NOTICE


OF


CUSTOMER IDENTIFICATION


 


IMPORTANT INFORMATION ABOUT PROCEDURES
FOR OPENING A NEW ACCOUNT


 


To help the government fight the funding
of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information
that identifies each person who opens an account.


 


WHAT THIS MEANS FOR YOU: when you open
an account, we will ask your name, address, date of birth, and other information that will allow us to identify you. We may also
ask to see your driver’s license or other identifying documents.


 






    36


     


    

 





	DEBTOR	AUGMEDIX, INC.
	 	 
	SECURED PARTY;	COMERICA BANK


 


EXHIBIT A to UCC Financing Statement


 


COLLATERAL DESCRIPTION ATTACHMENT TO UCC
NATIONAL FINANCING FORM


 


All personal property
of Debtor of every kind, whether presently existing or hereafter created or acquired, and wherever located, including but not
limited to: (a) all accounts (including health-care-insurance receivables), chattel paper (including tangible and electronic chattel
paper), deposit accounts, documents (including negotiable documents), equipment (including all accessions and additions thereto),
general intangibles (including payment intangibles and software), goods (including fixtures), instruments (including promissory
notes), inventory (including all goods held for sale or lease or to be furnished under a contract of service, and including returns
and repossessions), investment property (including securities and securities entitlements), letter of credit rights, money, and
all of Debtor’s books and records with respect to any of the foregoing, and the computers and equipment containing said
books and records; and (b) any and all cash proceeds and/or noncash proceeds thereof; including, without limitation, insurance
proceeds, and all supporting obligations and the security therefor or for any right to payment. All terms above have the meanings
given to them in the California Uniform Commercial Code, as amended or supplemented from time to time.


 


Notwithstanding
the foregoing, the Collateral shall not include the Intellectual Property; provided, however, that the Collateral shall
include all accounts and general intangibles that consist of rights to payment from the sale, licensing or disposition of all
or any part of, or rights in, the Intellectual Property (the “Rights to Payment”). Notwithstanding the foregoing,
if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual
Property is necessary to have a security interest in the Rights to Payment, then the Collateral shall automatically, and
effective as of June 11, 2015, include the Intellectual Property to the extent necessary to permit perfection of Bank’s
security interest in the Rights to Payment.


 






    37


     


    

 





Prime Reference
Rate Addendum

To Loan and Security Agreement 


 


This Prime Reference Rate Addendum to Loan
and Security Agreement (this “Addendum”) is entered into as of June 11, 2015, by and between Comerica Bank (“Bank”)
and AUGMEDIX, INC., a Delaware corporation (“Borrower”). This Addendum supplements the terms of the Loan and Security
Agreement dated June 11, 2015 (as the same may be amended, modified, supplemented, extended or restated from time to time, the
“Agreement”).


 


1. Definitions. As used in
this Addendum, the following terms shall have the following meanings. Initially capitalized terms used and not defined in
this Addendum shall have the meanings ascribed thereto in the Agreement.


 


a. “Applicable Margin” means
one half of one percent (0.50%) per annum.


 


b.
“Business Day” means any day, other than a Saturday, Sunday or any other day designated as a holiday under
Federal or applicable State statute or regulation, on which Bank is open for all or substantially all of its domestic and
international business (including dealings in foreign exchange) in San Jose, California, and, in respect of notices and
determinations relating the Daily Adjusting LIBOR Rate, also a day on which dealings in dollar deposits are also carried on
in the London interbank market and on which banks are open for business in London, England.


 


c. “Change in Law” means the
occurrence, after the date hereof, of any of the following: (i) the adoption or introduction of, or any change in any applicable
law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not applicable to Bank
on such date, or (ii) any change in interpretation, administration or implementation thereof of any such law, treaty, rule or
regulation by any Governmental Authority, or (iii) the issuance, making or implementation by any Governmental Authority of any
interpretation, administration, request, regulation, guideline, or directive (whether or not having the force of law), including
any risk-based capital guidelines. For purposes of this definition, (x) a change in law, treaty, rule, regulation, interpretation,
administration or implementation shall include, without limitation, any change made or which becomes effective on the basis of
a law, treaty, rule, regulation, interpretation administration or implementation then in force, the effective date of which change
is delayed by the terms of such law, treaty, rule, regulation, interpretation, administration or implementation, and (y) the Dodd-Frank
Wall Street Reform and Consumer Protection Act (Pub. L. 111-203, H.R. 4173) and all requests, rules, regulations, guidelines,
interpretations or directives promulgated thereunder or issued in connection therewith shall be deemed to be a “Change in
Law”, regardless of the date enacted, adopted, issued or promulgated, whether before or after the date hereof, and (z) all
requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel
III, shall each be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.


 


d. “Daily Adjusting LIBOR Rate”
means, for any day, a per annum interest rate which is equal to the quotient of the following:


 


		1.	for any day, the per annum rate of interest determined
on the basis of the rate for deposits in United States Dollars for a period equal to one (1) month appearing on Page BBAM of the
Bloomberg Financial Markets Information Service as of 8:00 a.m. (California time) (or as soon thereafter as practical) on such
day, or if such day is not a Business Day, on the immediately preceding Business Day. In the event that such rate does not appear
on Page BBAM of the Bloomberg Financial Markets Information Service (or otherwise on such Service) on any day, the “Daily
Adjusting LIBOR Rate” for such day shall be determined by reference to such other publicly available service for displaying
eurodollar rates as may be reasonably selected by Bank, or in the absence of such other service, the “Daily Adjusting LIBOR
Rate” for such day shall, instead, be determined based upon the average of the rates at which Bank is offered dollar deposits
at or about 8:00 a.m. (California time) (or as soon thereafter as practical), on such day, or if such day is not a Business Day,
on the immediately preceding Business Day, in the interbank eurodollar market in an amount comparable to the outstanding principal
amount of the Obligations and for a period equal to one (1) month;



 


divided by


 


		2.	1.00 minus the maximum rate (expressed as a decimal)
on such day at which Bank is required to maintain reserves on “Euro-currency Liabilities” as defined in and pursuant
to Regulation D of the Board of Governors of the Federal Reserve System or, if such regulation or definition is modified, and
as long as Bank is required to maintain reserves against a category of liabilities which includes eurodollar deposits or includes
a category of assets which includes eurodollar loans, the rate at which such reserves are required to be maintained on such category.



 




    38


     


    

  


e. “Governmental Authority”
means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state
or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including, without
limitation, any supranational bodies such as the European Union or the European Central Bank).


 


f. “LIBOR Lending Office” means
Bank’s office located in the Cayman Islands, British West Indies, or such other branch of Bank, domestic or foreign, as it
may hereafter designate as its LIBOR Lending Office by notice to Borrower.


 


g. “Prime Rate” means the per
annum interest rate established by Bank as its prime rate for its borrowers, as such rate may vary from time to time, which rate
is not necessarily the lowest rate on loans made by Bank at any such time.


 


h. “Prime Referenced Rate”
means, for any day, a per annum interest rate which is equal to the Prime Rate in effect on such day, but in no event and at no
time shall the Prime Referenced Rate be less than the sum of the Daily Adjusting LIBOR Rate for such day plus two and one-half
percent (2.50%) per annum. If, at any time, Bank determines that it is unable to determine or ascertain the Daily Adjusting LIBOR
Rate for any day, the Prime Referenced Rate for each such day shall be the Prime Rate in effect at such time, but not less than
two and one-half percent (2.50%) per annum.


 


2. Interest Rate Options. Subject
to the terms and conditions of this Addendum, the Obligations under the Agreement shall bear interest at the Prime Referenced Rate
plus the Applicable Margin.


 


3. Payment of Interest. Accrued
and unpaid interest on the unpaid balance of the Obligations outstanding under the Agreement shall be payable monthly, in arrears,
on the eleventh (11th) day of each month, until maturity (whether as stated herein, by acceleration, or otherwise). In the event
that any payment under this Addendum becomes due and payable on any day which is not a Business Day, the due date thereof shall
be extended to the next succeeding Business Day, and, to the extent applicable, interest shall continue to accrue and be payable
thereon during such extension at the rates set forth in this Addendum. Interest accruing hereunder shall be computed on the basis
of a year of 360 days, and shall be assessed for the actual number of days elapsed, and in such computation, effect shall be given
to any change in the applicable interest rate as a result of any change in the Prime Referenced Rate on the date of each such change.


 


4. Bank’s Records. The amount
and date of each advance under the Agreement, its applicable interest rate, and the amount and date of any repayment shall be noted
on Bank’s records, which records shall be conclusive evidence thereof, absent manifest error; provided, however, any
failure by Bank to make any such notation, or any error in any such notation, shall not relieve Borrower of its obligations to
repay Bank all amounts payable by Borrower to Bank under or pursuant to this Addendum and the Agreement, when due in accordance
with the terms hereof.


 


5. Default Interest Rate. From and
after the occurrence of any Event of Default, and so long as any such Event of Default remains unremedied or uncured thereafter,
the Obligations outstanding under the Agreement shall bear interest at a per annum rate of five percent (5%) above the otherwise
applicable interest rate hereunder, which interest shall be payable upon demand. In addition to the foregoing, a late payment charge
equal to five percent (5%) of each late payment hereunder may be charged on any payment not received by Bank within ten (10) calendar
days after the payment due date therefor, but acceptance of payment of any such charge shall not constitute a waiver of any Event
of Default under the Agreement. In no event shall the interest payable under this Addendum and the Agreement at any time exceed
the maximum rate permitted by law.


 


6. Prepayment. Borrower may prepay
all or part of the outstanding balance of any Obligations at any time without premium or penalty. Any prepayment hereunder shall
also be accompanied by the payment of all accrued and unpaid interest on the amount so prepaid. Borrower hereby acknowledges and
agrees that the foregoing shall not, in any way whatsoever, limit, restrict, or otherwise affect Bank’s right to make demand
for payment of all or any part of the Obligations under the Agreement due on a demand basis in Bank’s sole and absolute discretion.


 




    39


     


    

  


7. Regulatory Developments or Other
Circumstances Relating to the Daily Adjusting LIBOR Rate.


 


a. If any Change in Law shall: (a) subject
Bank to any tax, duty or other charge with respect to this Addendum or any Obligations under the Agreement, or shall change the
basis of taxation of payments to Bank of the principal of or interest under this Addendum or any other amounts due under this
Addendum in respect thereof (except for changes in the rate of tax on the overall net income of Bank or its LIBOR Lending Office
imposed by the jurisdiction in which Bank’s principal executive office or LIBOR Lending Office is located); or (b) impose,
modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve
System), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by
Bank, or shall impose on Bank or the foreign exchange and interbank markets any other condition affecting this Addendum or the
Obligations; and the result of any of the foregoing is to increase the cost to Bank of maintaining any part of the Obligations
or to reduce the amount of any sum received or receivable by Bank under this Addendum by an amount deemed by Bank to be material,
then Borrower shall pay to Bank, within fifteen (15) days of Borrower’s receipt of written notice from Bank demanding such
compensation, such additional amount or amounts as will compensate Bank for such increased cost or reduction. A certificate of
Bank, prepared in good faith and in reasonable detail by Bank and submitted by Bank to Borrower, setting forth the basis for determining
such additional amount or amounts necessary to compensate Bank shall be conclusive and binding for all purposes, absent manifest
error.


 


b. In the event that any Change in Law
affects or would affect the amount of capital required or expected to be maintained by Bank (or any corporation controlling Bank),
and Bank determines that the amount of such capital is increased by or based upon the existence of any obligations of Bank hereunder
or the maintaining of any Obligations, and such increase has the effect of reducing the rate of return on Bank’s (or such
controlling corporation’s) capital as a consequence of such obligations or the maintaining of such Obligations to a level
below that which Bank (or such controlling corporation) could have achieved but for such circumstances (taking into consideration
its policies with respect to capital adequacy), then Borrower shall pay to Bank, within fifteen (15) days of Borrower’s receipt
of written notice from Bank demanding such compensation, additional amounts as arc sufficient to compensate Bank (or such controlling
corporation) for any increase in the amount of capital and reduced rate of return which Bank reasonably determines to be allocable
to the existence of any obligations of Bank hereunder or to maintaining any Obligations. A certificate of Bank as to the amount
of such compensation, prepared in good faith and in reasonable detail by Bank and submitted by Bank to Borrower, shall be conclusive
and binding for all purposes absent manifest error.


 


8. Legal Effect. Except as specifically
modified hereby, all of the terms and conditions of the Agreement remain in full force and effect.


 


9. Conflicts. As to the matters
specifically the subject of this Addendum, in the event of any conflict between this Addendum and the Agreement, the terms of this
Addendum shall control.


 


IN WITNESS WHEREOF, the parties have agreed
to the foregoing as of the date first set forth above.


 


	COMERICA BANK	 	AUGMEDIX, INC.
	 	 	 	 	 
	By:	/s/ Kevin Zeidan	 	By:	/s/ Ian Shakil
	Name: 	Kevin Zeidan	 	Name: 	Ian Shakil
	Title:	SVP	 	Its:	CEO


 






    40


     


    

 


FIRST AMENDMENT
TO LOAN AND SECURITY AGREEMENT


 


This First Amendment
to Loan and Security Agreement (this “Amendment”) is entered into as of February 14, 2017, by and between COMERICA
BANK (“Bank”) and AUGMEDIX, INC. (“Borrower”).


 


RECITALS


 


Borrower and Bank are
parties to that certain Loan and Security Agreement dated as of June 11, 2015 (as amended from time to time, the “Agreement”).
The parties desire to amend the Agreement in accordance with the terms of this Amendment.


 


NOW, THEREFORE, the
parties agree as follows:


 


1. Any references
in the Agreement to “Payment/Advance Form” shall hereby mean and refer to the “Loan Advance/Paydown
Request”.


 


2. Any
references in the Agreement to “Exhibit C” shall hereby mean and refer to “Exhibit A attached to the Pricing
Addendum.”


 


3. The
following defined term in Section 1.1 of the Agreement hereby is amended and restated as follows:


 


“Bank Expenses” mean all costs
or expenses of Bank, or any other holder or owner of the Loan Documents (including, without limit, court costs, legal expenses
and reasonable attorneys’ fees and expenses, whether generated in-house or by outside counsel, whether or not suit is instituted,
and, if suit is instituted, whether at trial court level, appellate court level, in a bankruptcy, probate or administrative proceeding
or otherwise) incurred in connection with the preparation, negotiation, execution, delivery, amendment, administration, and performance,
or incurred in collecting, attempting to collect under the Loan Documents or the Obligations, or incurred in defending the Loan
Documents, or incurred in any other matter or proceeding relating to the Loan Documents or the Obligations; and reasonable Collateral
audit fees.


 


4. Section
2.1(b)(ii) of the Agreement is hereby amended and restated in its entirety as follows:


 


“(ii) Interest shall accrue from
the date of each Growth Capital Advance at the rate specified in the Pricing Addendum, and shall be payable in accordance with
Section 2.3(b) and on the terms set forth in the Pricing Addendum. The Growth Capital Advances were to be payable in thirty (30)
equal monthly installments of principal, plus all accrued interest, beginning on January 11, 2017, and continuing on the same day
of each month thereafter until paid in full; provided, however, Borrower and Bank hereby acknowledge that Bank agreed to abate
the principal portion of the Growth Capital Advance payments due on January 11, 2017, February 11, 2017 and March 11, 2017 and
that the balance of the Growth Capital Advances shall thereafter be payable in twenty seven (27) equal monthly installments of
principal, plus all accrued interest, beginning on April 11, 2017, and continuing on the same day of each month thereafter through
the Growth Capital Maturity Date. Growth Capital Advances, once repaid, may not be reborrowed. Borrower may prepay any Growth Capital
Advances without penalty or premium.”


 


5. Exhibit
C to the Agreement is hereby deleted in its entirety.


 


6. Exhibit
F to the Agreement is hereby replaced with Exhibit F attached hereto.


 


7. No
course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate
as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right.
Bank’s failure at any time to require strict performance by Borrower of any provision shall not affect any right of Bank
thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer
of Bank.


 




    41


     


    

 


8. Unless
otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended
hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed
in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate
as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date
hereof.


 


9. Borrower
represents and warrants that the Representations and Warranties contained in the Agreement are true and correct as of the date
of this Amendment, and that no Event of Default has occurred and is continuing.


 


10. As
a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following:


 


(a) this
Amendment, duly executed by Borrower;


 


(b) a
Certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this
Amendment;


 


(c) an
Amended and Restated Prime Referenced Rate Addendum to Loan and Security Agreement, duly executed by Borrower;


 


(d) all
reasonable Bank Expenses incurred through the date of this Amendment, which may be debited from any of Borrower’s accounts;
and


 


(e) such
other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.


 


11. This
Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one instrument.


 




    42


     


    

 


IN WITNESS WHEREOF, the undersigned have
executed this Amendment as of the first date above written.


 


	 	AUGMEDIX, INC.
	 	 
	 	By: 	/s/ Ian Shakil
	 	Title:	CEO & Co-Founder
	 	 
	 	COMERICA BANK
	 	 
	 	By:	/s/ Kevin Zeidan
	 	Title:	SVP


 


[Signature Page to First Amendment
to Loan & Security Agreement]


 




    43


     


    

 


EXHIBIT F


 


[PRICING ADDENDUM – see attached]


 




    44


     


    

 


 


 


CORPORATION RESOLUTIONS AND INCUMBENCY
CERTIFICATION

AUTHORITY TO PROCURE LOANS


 





 



 


I certify that I am the duly elected and
qualified Secretary of AUGMEDIX, INC. (the “Corporation”), and the keeper of the records of the Corporation; that the
following is a true and correct copy of resolutions duly adopted by the Board of Directors of the Corporation in accordance with
its bylaws and applicable statutes.


 


Copy of Resolutions:


 


Be it Resolved, that:


 


		1.	Any (Insert number required to sign) One (1) of the following
(insert titles only) _____________________________of the Corporation (the “Authorized Signer(s)”) are/is authorized,
for, on behalf of, and in the name of the Corporation to:



 


		(a)	Negotiate and procure loans, letters of credit and
other credit or financial accommodations from Comerica Bank (the “Bank”), up to an amount not exceeding $_____________,
in aggregate (if left blank, then unlimited);



 


		(b)	Discount with the Bank, commercial or other business
paper belonging to the Corporation made or drawn by or upon third parties, without limit as to amount;



 


		(c)	Purchase, sell, exchange, assign, endorse for transfer
and/or deliver certificates and/or instruments representing stocks, bonds, evidences of Indebtedness or other securities owned
by the Corporation, whether or not registered in the name of the Corporation;



 


		(d)	Give security for any liabilities of the Corporation
to the Bank by grant, security interest, assignment, lien, deed of trust or mortgage upon any real or personal property, tangible
or intangible of the Corporation;



 


		(e)	Issue and/or execute one or more warrants for the
purchase of the Corporation’s capital stock to Bank;



 


		(f)	Execute and deliver in form and content as may be
required by the Bank any and all notes, evidences of Indebtedness, applications for letters of credit, guaranties, subordination
agreements, loan and security agreements, financing statements, assignments, liens, deeds of trust, mortgages, trust receipts
and other agreements, Instruments or documents to carry out the purposes of these Resolutions, any or all of which may relate
to all or to substantially all of the Corporation’s property and assets; and



 


		(g)	Appoint, delegate and authorize such other person(s)
(the “Delegated Person(s)”) as may be designated in writing from time to time by the above referenced Authorized Signer(s),
or any one or more of them, (i) to request loans, advances and/or letters of credit under any line of credit, loan or other credit
or financial accommodation made available by Bank to or in favor of the Corporation, and to execute and/or deliver unto Bank,
in form and content as may be required by the Bank, such agreements, instruments and documents as may be necessary or required
to carry out such purposes, (ii) make loan payments for and on behalf of the Corporation, and (iii) execute and certify borrowing
base certificates, account agings, inventory reports and collateral reports (together with any other documents, reports and certificates
required to be delivered in connection with any of the foregoing) for and on behalf of the Corporation.



 


		2.	Said Bank be and it is authorized and directed to pay the
proceeds of any such loans or discounts as directed by the Authorized Signer(s) or Delegated Person(s) (if any), whether so payable
to the order of any of said Authorized Signer(s) or Delegated Person(s) (if any) in their Individual capacities or not, and whether
such proceeds are deposited to the individual credit of any of said Authorized Signer(s) or Delegated Person(s) (if any) or not.



 


		3.	Any and all agreements, instruments and documents previously
executed and acts and things previously done to carry out the purposes of these Resolutions are ratified, confirmed and approved
as the act or acts of the Corporation.



 


		4.	These Resolutions shall continue in force, and the Bank
may consider the holders of said offices and their signatures to be and continue to be as set forth in a certified copy of these
Resolutions delivered to the Bank, until notice to the contrary in writing is duly served on the Bank (such notice to have no
effect on any action previously taken by the Bank in reliance on these Resolutions).



 


		5.	Any person, corporation or other legal entity dealing with
the Bank may rely upon a certificate signed by an officer of the Bank to effect that these Resolutions and any agreement, instrument
or document executed pursuant to them are still in full force and effect and binding upon the Corporation.



 


		6.	The Bank may consider the holders of the offices of the
Corporation and their signatures, respectively, to be and continue to be as set forth in the Certificate of the Secretary of the
Corporation until notice to the contrary in writing is duly served on the Bank.



 




    45


     


    

 


I further certify that the following named
persons (“Authorized Persons”) have been duly elected to the offices set opposite their respective names, that they
continue to hold these offices at the present time and that the signatures which appear below are the genuine, original signatures
of each respectively. I acknowledge and agree that the Authorized Persons may sign this certificate in multiple counterparts, each
of which shall be deemed an original instrument, and all of which shall constitute a single certificate, and that the signature
of any Authorized Signer to any counterpart shall be deemed certified by me in accordance with this certification. I or the Bank
may assemble the signatures from one or more counterparts and attach them to any other counterpart for the purpose of having a
single document containing all the signatures of the Authorized Signers. Delivery of an executed counterpart of a signature to
this certificate by telecopy, emailed portable document format (“pdf”), or tagged image file format (“tiff”) or any other
electronic means that reproduces an image of the actual executed signature of the Authorized Signer shall be effective as delivery
of an original executed counterpart of this certificate. I or the party sending an executed counterpart of his/her signature to
this certificate by telecopy, pdf, tiff or any other electronic means shall also send the original thereof to Bank within five
(5) days thereafter, but failure to do so shall not affect my certification of such signature and incumbency of such party.


 


(PLEASE SUPPLY
GENUINE SIGNATURES OF AUTHORIZED SIGNERS BELOW)


 


	NAME (Type or Print)	 	TITLE 	 	SIGNATURE
	 	 	 	 	 
	Pelu Tran 	 	President, Chief  Executive Officer	 	/s/ Pelu Tran
	 	 	 	 	 
	Ian Shakil	 	CEO	 	/s/ Ian Shakil
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


	In Witness Whereof, I have affixed my name as Secretary on February 14, 2017.	/s/ Pelu Tran
	 	Secretary


 


	The Above Statements are Correct.	 
	 	 
	 	SIGNATURE
OF OFFICER OR DIRECTOR OR, IF NONE, A SHAREHOLDER OTHER THAN THE SECRETARY IS THE SOLE AUTHORIZED SIGNER SET FORTH ABOVE
	 	 
	Failure to complete the above when the Secretary is the sole Authorized Signer set forth above, shall constitute a certification by the Secretary that the Secretary is the sole Shareholder, Director and Officer of the Corporation.


 




    46


     


    

 


Amended and Restated Prime Referenced
Rate Addendum To

Loan and Security Agreement


 


This Amended and Restated Prime Referenced
Rate Addendum to Loan and Security Agreement (this “Addendum”) is entered into as of February 14, 2017, by and between
Comerica Bank (“Bank”) and AUGMEDIX, INC. (“Borrower”). This Addendum supplements the terms of the Loan
and Security Agreement dated June 11, 2015 (as the same may be amended, modified, supplemented, extended or restated from time
to time, included without limitation, by that certain First Amendment to Loan and Security Agreement dated as of the date hereof,
collectively, the “Agreement”) and amends and restates, in its entirety, that certain Prime Referenced Rate Addendum
to Loan and Security Agreement dated as of June 11, 2015.


 


1. Definitions.
As used in this Addendum, the following terms shall have the following meanings. Initially capitalized terms used and not defined
in this Addendum shall have the meanings ascribed thereto in the Agreement.


 


a. “Advance”
means a borrowing requested by the Borrower and made by Bank under the Agreement.


 


b. “Applicable
Margin” means one half of one percentage point (0.50%) per annum.


 


c. “Business
Day” means any day, other than a Saturday, Sunday or any other day designated as a holiday under Federal or applicable State
statute or regulation, on which Bank is open for all or substantially all of its domestic and international business (including
dealings in foreign exchange) in San Jose, California, and, in respect of notices and determinations relating the Daily Adjusting
LIBOR Rate, also a day on which dealings in dollar deposits are also carried on in the London interbank market and on which banks
are open for business in London, England.


 


d. “Change
in Law” means the occurrence, after the date hereof, of any of the following: (i) the adoption or introduction of, or any
change in any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or
not applicable to Bank on such date, or (ii) any change in interpretation, administration or implementation thereof of any such
law, treaty, rule or regulation by any Governmental Authority, or (iii) the issuance, making or implementation by any Governmental
Authority of any interpretation, administration, request, regulation, guideline, or directive (whether or not having the force
of law), including without limitation, any risk-based capital guidelines or any interpretation, administration, request, regulation,
guideline, or directive relating to liquidity. For purposes of this definition, (x) a change in law, treaty, rule, regulation,
interpretation, administration or implementation shall include, without limitation, any change made or which becomes effective
on the basis of a law,  treaty, rule, regulation, interpretation administration or implementation then in force, the effective
date of which change is delayed by the terms of such law, treaty, rule, regulation; interpretation, administration or implementation,
and (y) the Dodd-Frank Wall Street Reform and Consumer Protection Act (Pub. L. 111-203, H.R. 4173) and all requests, rules,
regulations, guidelines, interpretations or directives promulgated thereunder or issued in connection therewith shall be deemed
to be a “Change in Law”, regardless of the date enacted, adopted, issued or promulgated, whether before or after the
date hereof, and (z) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel
Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case
pursuant to Basel III, shall each be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued
or implemented.


 


e. “Daily
Adjusting LIBOR Rate” means, for any day, a per annum interest rate which is equal to the quotient of the following:


 


		(1)	for any day, the per annum rate of interest determined
on the basis of the rate for deposits in United States Dollars for a period equal to one (1) month appearing on Page BBAM of the
Bloomberg Financial Markets Information Service at or about 11:00 a.m. (London, England time) (or as soon thereafter as practical)
on such day, or if such day is not a Business Day, on the immediately preceding Business Day. In the event that such rate does
not appear on Page BBAM of the Bloomberg Financial Markets Information Service (or otherwise on such Service) on any day, the
“Daily Adjusting LIBOR Rate” for such day shall be determined by reference to such other publicly available service
for displaying eurodollar rates as may be reasonably selected by Bank, or in the absence of such other service, the “Daily
Adjusting LIBOR Rate” for such day shall, instead, be determined based upon the average of the rates at which Bank is offered
dollar deposits at or about 8:00 a.m. (California time) (or as soon thereafter as practical), on such day, or if such day is not
a Business Day, on the immediately preceding Business Day, in the interbank eurodollar market in an amount comparable to the applicable
principal amount of Obligations hereunder which is to bear interest on the basis of the Daily Adjusting LIBOR Rate and for a period
equal to one (1) month;



 


divided by


 




    47


     


    

 


		(2)	1.00 minus the maximum rate (expressed as a decimal)
on such day at which Bank is required to maintain reserves on “Euro-currency Liabilities” as defined in and pursuant
to Regulation D of the Board of Governors of the Federal Reserve System or, if such regulation or definition is modified, and
as long as Bank is required to maintain reserves against a category of liabilities which includes eurodollar deposits or includes
a category of assets which includes eurodollar loans, the rate at which such reserves are required to be maintained on such category.



 


provided, however, and notwithstanding
anything to the contrary set forth in the Agreement, if at any time the Daily Adjusting LIBOR Rate determined as provided above
would be less than zero percent (0%) then the Daily Adjusting LIBOR Rate shall be deemed to be zero percent (0%) per annum for
all purposes of the Agreement (the “Daily Adjusting LIBOR 0% Floor”), except for any portion of any outstanding Advance(s)
hereunder or any principal Obligations outstanding under this Agreement which at any such time is/are subject to any Specified
Hedging Agreement, in which case the Daily Adjusting LIBOR Rate for such portion of such Advance(s) and Obligations shall be determined
without giving effect to the Daily Adjusting LIBOR 0% Floor. Each calculation by Bank of the Daily Adjusting LIBOR Rate shall be
conclusive and binding for all purposes, absent manifest error.


 


f. “Governmental
Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including,
without limitation, any supranational bodies such as the European Union or the European Central Bank).


 


g. “Prime
Rate” means the per annum interest rate established by Bank as its prime rate for its borrowers, as such rate may vary from
time to time, which rate is not necessarily the lowest rate on loans made by Bank at any such time.


 


h. “Prime
Referenced Rate” means, for any day, a per annum interest rate which is equal to the Prime Rate in effect on such day, but
in no event and at no time shall the Prime Referenced Rate be less than the sum of the Daily Adjusting LIBOR Rate for such day
plus two and one-half percent (2.50%) per annum. If, at any time, Bank determines that it is unable to determine or ascertain the
Daily Adjusting LIBOR Rate for any day, the Prime Referenced Rate for each such day shall be the Prime Rate in effect at such time,
but not less than two and one-half percent (2.50%) per annum.


 


i. “Request
for Advance” means a Loan Advance/Paydown Request Form issued by the Borrower under the Agreement in the form annexed
to this Addendum as Exhibit A.


 


j. “Specified
Hedging Agreement” means any agreement or other documentation between the Borrower (or any of them) and Bank providing for
an interest rate swap that does not provide for a minimum rate of zero percent (0%) with respect to determinations of the Daily
Adjusting LIBOR Rate, for the purposes of such interest rate swap (e.g., determines the floating amount by using the “negative
interest method” rather than the “zero interest rate method” in the case of any such interest rate swap made
under any master agreement or other documentation published by the International Swaps and Derivatives Association, Inc.).


 


2. Interest Rate Options.
Subject to the terms and conditions of this Addendum, the Obligations under the Agreement shall bear interest at the Prime
Referenced Rate plus the Applicable Margin.


 


3. Payment
of Interest. Accrued and unpaid interest on the unpaid principal balance of the Obligations outstanding under the Agreement
shall be payable monthly, in arrears, on the eleventh (11th) day of each month, from the date made until the same is paid in full
(whether in accordance with the terms hereof, by acceleration, or otherwise). In the event that any payment under this Addendum
becomes due and payable on any day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business
Day, and, to the extent applicable, interest shall continue to accrue and be payable thereon during such extension at the rates
set forth in this Addendum. Interest accruing hereunder shall be computed on the basis of a year of 360 days, and shall be assessed
for the actual number of days elapsed, and in such computation, effect shall be given to any change in the applicable interest
rate as a result of any change in the Prime Referenced Rate on the date of each such change.


 


4. Bank’s Records. The
amount and date of each advance under the Agreement, its applicable interest rate, and the amount and date of any repayment shall
be noted on Bank’s records, which records shall be conclusive evidence thereof, absent manifest error; provided,
however, any failure by Bank to make any such notation, or any error in any such notation, shall not relieve Borrower of
its obligations to repay Bank all amounts payable by Borrower to Bank under or pursuant to this Addendum and the Agreement, when
due in accordance with the terms hereof.


 


5. Selection/Conversion
of Interest Rate Options.


 


a. Borrower may request an Advance hereunder
either (i) upon the delivery to Bank of a written Request for Advance duly completed and executed by Borrower (as herein provided)
or, (ii) to the extent applicable, pursuant to a request submitted through Bank’s Loan Management System (each a “Request”),
in each case, subject to the terms and conditions set forth in the Agreement.


 




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b. In
the event that Borrower is unable to request Advances hereunder through the Bank’s Loan Management System, Advances hereunder
may be requested by delivery or submission to Bank by hand delivery, first class mail, overnight courier, facsimile, email or other
means of delivery acceptable to Bank, of a written Request duly completed and executed by Borrower. Advances hereunder may be requested
in Borrower’s discretion by telephonic notice to Bank. Any Advance requested by telephonic notice shall be confirmed by Borrower
that same day by submission to Bank of a written Request, as provided herein. Borrower acknowledge(s) that if Bank makes an Advance
based on a request made by telephone, facsimile, email or other means of delivery (other than by hand delivery, first class mail
or overnight courier), it shall be for Borrower’s convenience and all risks involved in the use of any such procedure shall
be borne by Borrower, and Borrower expressly agree(s) to indemnify and hold Bank harmless therefor. Bank shall have no duty
to confirm the authority of anyone requesting an Advance by telephone, facsimile, email or any such other means of delivery. In
the event that Borrower elect(s) to request Advances by telephonic notice, facsimile, email or other means of delivery acceptable
to Bank, Borrower acknowledge(s) and agree(s) that Bank may impose or require such verification, authentication and other procedures
as Bank may require from time to time.


 


6. Default
Interest Rate. From and after the occurrence of any Event of Default, and so long as any such Event of Default remains unremedied
or uncured thereafter, the Obligations outstanding under the Agreement shall bear interest at a per annum rate of five percent
(5%) above the otherwise applicable interest rate hereunder, which interest shall be payable upon demand. In addition to the foregoing,
a late payment charge equal to five percent (5%) of each late payment hereunder may be charged on any payment not received by Bank
within ten (10) calendar days after the payment due date therefor, but acceptance of payment of any such charge shall not constitute
a waiver of any Event of Default under the Agreement. In no event shall the interest payable under this Addendum and the Agreement
at any time exceed the maximum rate permitted by law. THE MAXIMUM INTEREST RATE SHALL NOT EXCEED THE HIGHEST APPLICABLE USURY CEILING.


 


7. Prepayment.
Borrower may prepay all or part of the outstanding balance of any Obligations at any time without premium or penalty. Any prepayment
hereunder shall also be accompanied by the payment of all accrued and unpaid interest on the amount so prepaid. Borrower hereby
acknowledges and agrees that the foregoing shall not, in any way whatsoever, limit, restrict, or otherwise affect Bank’s
right to make demand for payment of all or any part of the Obligations under the Agreement due on a demand basis in Bank’s
sole and absolute discretion.


 


8. Regulatory
Developments or Other Circumstances Relating to the Daily Adjusting LIBOR Rate.


 


a. If
any Change in Law shall: (a) subject Bank to any tax, duty or other charge with respect to this Addendum or any Obligations under
the Agreement, or shall change the basis of taxation of payments to Bank of the principal of or interest under this Addendum or
any other amounts due under this Addendum in respect thereof (except for changes in the rate of tax on the overall net income of
Bank imposed by the jurisdiction in which Bank’s principal executive office is located); or (b) impose, modify or deem applicable
any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit
or similar requirement against assets of, deposits with or for the account of, or credit extended by Bank, or shall
impose on Bank or the foreign exchange and interbank markets any other condition affecting this Addendum or the Obligations; and
the result of any of the foregoing is to increase the cost to Bank of maintaining any part of the Obligations or to reduce the
amount of any sum received or receivable by Bank under this Addendum by an amount deemed by Bank to he material, then Borrower
shall pay to Bank, within fifteen (15) days of Borrower’s receipt of written notice from Bank demanding such compensation,
such additional amount or amounts as will compensate Bank for such increased cost or reduction. A certificate of Bank, prepared
in good faith and in reasonable detail by Bank and submitted by Bank to Borrower, setting forth the basis for determining such
additional amount or amounts necessary to compensate Bank shall be conclusive and binding for all purposes, absent manifest error.


 


b. In
the event that any Change in Law affects or would affect the amount of capital or liquidity required or expected to be maintained
by Bank (or any corporation controlling Bank), and Bank determines that the amount of such capital or liquidity is increased by
or based upon the existence of any obligations of Bank hereunder or the maintaining of any Obligations, and such increase has the
effect of reducing the rate of return on Bank’s (or such controlling corporation’s) capital as a consequence of such
obligations or the maintaining of such Obligations to a level below that which Bank (or such controlling corporation) could have
achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy and liquidity), then
Borrower shall pay to Bank, within fifteen (15) days of Borrower’s receipt of written notice from Bank demanding such compensation,
additional amounts as are sufficient to compensate Bank (or such controlling corporation) for any increase in the amount of capital
and/or liquidity and reduced rate of return which Bank reasonably determines to be allocable to the existence of any obligations
of Bank hereunder or to maintaining any Obligations. A certificate of Bank as to the amount of such compensation, prepared in good
faith and in reasonable detail by Bank and submitted by Bank to Borrower, shall be conclusive and binding for all purposes absent
manifest error.


 


9. Legal
Effect. Except as specifically modified hereby, all of the terms and conditions of the Agreement remain in full force and effect.


 


10. Conflicts.
As to the matters specifically the subject of this Addendum, in the event of any conflict between this Addendum and the Agreement,
the terms of this Addendum shall control.


 




    49


     


    

 


IN WITNESS WHEREOF, the parties have agreed to the foregoing
as of the date first set forth above.


 


	COMERICA BANK	 	AUGMEDIX, INC.
	 	 	 
	By:	/s/ Kevin Zeidan	 	By:	/s/ Ian shakil
	Name:  	Kevin Zeidan	 	Name:  	Ian shakil
	Title:	SVP	 	Title:	CEO & Co-Founder


 


[Signature
Page to Amended and Restated Prime Referenced Rate Addendum]


 




    50


     


    

 


SECOND AMENDMENT TO LOAN AND SECURITY
AGREEMENT


 


This Second
Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of April 11, 2017, by and between
COMERICA BANK (“Bank”) and AUGMEDIX., INC. (“Borrower”).


 


RECITALS


 


Borrower and Bank are parties to that certain
Loan and Security Agreement dated as of June 11, 2015 (as amended from time to time, including by that certain First Amendment
to Loan and Security Agreement dated as of February 14, 2017, the “Agreement”). The parties desire to amend the Agreement
in accordance with the terms of this Amendment.


 


NOW, THEREFORE, the parties agree as follows:


 


1. Section
2.1(b)(ii) of the Agreement is hereby amended and restated in its entirety as follows:


 


“(ii) Interest shall accrue from
the date of each Growth Capital Advance at the rate specified in the Pricing Addendum, and shall be payable in accordance with
Section 2.3(b) and on the terms set forth in the Pricing Addendum. The Growth Capital Advances shall be payable in [twenty seven
(27)] equal monthly installments of principal, plus all accrued interest, beginning on August 11, 2017, and continuing on the same
day of each month thereafter through the Growth Capital Maturity Date. Growth Capital Advances, once repaid, may not be reborrowed.
Borrower may prepay any Growth Capital Advances without penalty or premium.”


 


2. No
course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate
as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right.
Bank’s failure at any time to require strict performance by Borrower of any provision shall not affect any right of Bank
thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer
of Bank.


 


3. Unless
otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended
hereby, shall be and remains in full force and effect in accordance with its respective terms and hereby is ratified and confirmed
in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate
as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date
hereof.


 


4. Borrower
represents and warrants that the Representations and Warranties contained in the Agreement are true and correct as of the date
of this Amendment, and that no Event of Default has occurred and is continuing.


 


5. As
a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following:


 


(a) this
Amendment, duly executed by Borrower;


 


(b) all
reasonable Bank Expenses incurred through the date of this Amendment, which may be debited from any of Borrower’s accounts;
and


 


(c) such
other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.


 


6. This
Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one instrument.


 




    51


     


    

 


IN WITNESS WHEREOF, the undersigned have
executed this Amendment as of the first date above written.


 


	 	AUGMEDIX, INC.
	 	 	 
	 	By:	/s/ Ian Shakil
	 	Title:  	CEO


 


	 	COMERICA BANK
	 	 	 
	 	By:	/s/ Kevin Zeidan
	 	Title:  	SVP


 


[Signature Page to Second Amendment
to Loan & Security Agreement]


 




    52


     


    

 


THIRD AMENDMENT TO LOAN AND SECURITY
AGREEMENT


 


This Third Amendment to Loan and Security
Agreement (this “Amendment”) is entered into as of July 28, 2017, by and between COMERICA BANK (“Bank”)
and AUGMEDIX, INC. (“Borrower”).


 


RECITALS


 


Borrower and Bank are parties to that certain
Loan and Security Agreement dated as of June 11, 2015 (as amended from time to time, including by that certain First Amendment
to Loan and Security Agreement dated as of February 14, 2017 and by that certain Second Amendment to Loan and Security Agreement
dated as of April 11, 2017, the “Agreement”). The parties desire to amend the Agreement in accordance with the terms
of this Amendment.


 


NOW, THEREFORE, the parties agree as follows:


 


1. The
following defined terms in Section 1.1 of the Agreement hereby are added, amended or restated as follows:


 


“Gross Margin” means gross
margin determined in accordance with GAAP.


 


“Growth Capital Line” means
a Credit Extension of up to Three Million Five Hundred Thousand Dollars ($3,500,000); provided however, if Borrower provides evidence
to Bank that it has achieved (i) Net Revenue of at least One Million Three Hundred Ninety Thousand Dollars ($1,390,000) for the
quarter ending June 30, 2017 and (ii) either (a) Gross Margin of at least ten percent (10%) for any calendar month ending on or
prior to September 30,2017 or (b) trailing three-month average Gross Margin over ten percent (10%) on or prior to December 11,
2017, the Growth Capital Line shall automatically be increased to Five Million Dollars ($5,000,000) thereafter.


 


“Growth Capital Maturity Date”
means December 11, 2019.


 


“Intercompany Payable” means
any transfer of funds by Borrower to its Subsidiaries as reimbursement for operational expenses incurred by such Subsidiaries in
the ordinary course of business.”


 


“Net Revenue” means net revenue
determined in accordance with GAAP, excluding returns and credits.


 


“Permitted Investments” mean:


 


(a) Investments
existing on the Closing Date disclosed in the Schedule;


 


(b) (i)
Marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof maturing
within one (1) year from the date of acquisition thereof, (ii) commercial paper maturing no more than one (1) year from the date
of creation thereof and currently having rating of at least A-2 or P-2 from either Standard & Poor’s Rating Service or
Moody’s Investors Service, Inc., (iii) Bank’s certificates of deposit maturing no more than one (1) year from the date
of investment therein, and (iv) Bank’s money market accounts and deposit accounts;


 


(c) Repurchases
of Equity Interests from former employees, directors, or consultants of Borrower under the terms of applicable equity repurchase
agreements (i) in an aggregate amount not to exceed Two Hundred Thousand Dollars ($200,000) in any fiscal year, provided that
no Event of Default has occurred, is continuing or would exist after giving effect to the repurchases, or (ii) in any amount where
the consideration for the repurchase is the cancellation of indebtedness owed by such former employees, directors or consultants
to Borrower regardless of whether an Event of Default exists;


 






    53


     


    

 


(d) Investments
accepted in connection with Permitted Transfers;


 


(e) Investments
of Subsidiaries in or to other Subsidiaries or Borrower and Investments by Borrower in Subsidiaries not to exceed Two Hundred Thousand
Dollars ($200,000) in the aggregate in any fiscal year, and which total shall not include Intercompany Payables;


 


(f) Investments
not to exceed Two Hundred Thousand Dollars ($200,000) in the aggregate in any fiscal year consisting of (i) travel advances and
employee relocation loans and other employee loans and advances in the ordinary course of business, and (ii) loans to employees,
officers or directors relating to the purchase of Equity Interests of Borrower or its Subsidiaries pursuant to employee equity
purchase agreements approved by Borrower’s Board of Directors;


 


(g) Investments
(including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement
of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of Borrower’s
business;


 


(h) Investments
consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates,
in the ordinary course of business, provided that this subparagraph (h) shall not apply to Investments of Borrower in any Subsidiary;


 


(i) Joint
ventures or strategic alliances in the ordinary course of Borrower’s business consisting of the non-exclusive licensing of
technology, the development of technology or the providing of technical support, provided that any cash Investments by Borrower
do not exceed Two Hundred Thousand Dollars ($200,000) in the aggregate in any fiscal year;


 


(j) Investments
pursuant to or arising under currency agreements or interest rate agreements entered into in the ordinary course of business, not
to exceed One Hundred Thousand Dollars (100,000) at any given time; and


 


(k) Investments
consisting of Intercompany Payables.


 


2. Clause
(c) of the definition of “Permitted Indebtedness” in Section 1.1 of the Agreement is hereby amended and restated as
follows:


 


“(c) Indebtedness not to exceed
Two Hundred Thousand Dollars ($200,000) in the aggregate secured by a lien described in clause (c) of the defined term “Permitted
Liens,” provided such Indebtedness does not exceed the lesser of the cost or fair market value of the equipment financed
with such Indebtedness;”


 


3. Clause
(c) of the definition of “Permitted Liens” in Section 1.1 of the Agreement is hereby amended and restated as follows:


 


“(c) Liens securing Indebtedness
not to exceed Two Hundred Thousand Dollars ($200,000) in the aggregate (i) upon or in any Equipment acquired or held by Borrower
or any of its Subsidiaries to secure the purchase price of such Equipment or indebtedness incurred solely for the purpose of financing
the acquisition or lease of such Equipment, or (ii) existing on such Equipment at the time of its acquisition, provided that the
Lien is confined solely to the property so acquired and improvements thereon, and the proceeds of such Equipment;”


 


4. Clause (f) of the definition
of “Permitted Transfer” in Section 1.1 of the Agreement is hereby amended and restated as follows:


 


“(f) Other assets of Borrower
or its Subsidiaries that do not in the aggregate exceed Two Hundred Thousand Dollars ($200,000) during any fiscal year.”


 


5. Sections 2.1(b)(i) and (ii) of
the Agreement is hereby amended and restated in its entirety as follows:


 


“(i) Subject to and upon the terms
and conditions of this Agreement, Bank agrees to make Growth Capital Advances to Borrower. Borrower may request Growth Capital
Advances from the Closing Date through December 11, 2017. The aggregate amount of Growth Capital Advances shall not exceed the
Growth Capital Line.




 



    54


     


    

 


(ii) Interest
shall accrue from the date of each Growth Capital Advance at the rate specified in the Pricing Addendum, and shall be payable in
accordance with Section 2.3(b) and on the terms set forth in the Pricing Addendum. The Growth Capital Advances shall be payable
in twenty four (24) equal monthly installments of principal, plus all accrued interest, beginning on January 11, 2018, and continuing
on the same day of each month thereafter through the Growth Capital Maturity Date. Growth Capital Advances, once repaid, may not
be reborrowed. Borrower may prepay any Growth Capital Advances without penalty or premium.”


 


6. Section 6.2(ii) of the Agreement
is hereby amended and restated in its entirety as follows:


 


“(ii) as soon as available, but in
any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (or two hundred ten (210) days after
the end of Borrower’s 2016 fiscal year), the audited consolidated and consolidating financial statements of Borrower prepared
in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment
or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public
accounting firm reasonably acceptable to Bank; provided however, if Borrower’s board of directors does not require such financial
statements to be audited for a certain year, such financial statements for that year may instead be Borrower prepared and no opinion
will be required; “


 


7. New Section 6.2(vii) is hereby
added to the Agreement as follows, and existing Section 6.2(vii) is hereby renumbered as Section 6.2(viii):


 


“(vii) within five (5) days of Bank’s
request, a report of all Intercompany Payables paid by Borrower for the preceding thirty (30) day period, along with supporting
documentation, if so requested.


 


8. New Section 6.2(d) is hereby
added to the Agreement as follows:


 


“(d) within thirty (30) days of
the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications
or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding
applications or registrations, as well as any material change in Borrower’s Intellectual Property Collateral, including but
not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits
A, B, and C of any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement.”


 


9. Section
6.8 of the Agreement is hereby amended and restated in its entirety as follows:


 


“6.8 Registration of Intellectual
Property Rights.


 


(a) Borrower
shall (i) give Bank written notice prior to the filing of any applications or registrations of intellectual property rights with
the United States Copyright Office and/or with the United States Patent and Trademark Office, including the date of such filing
and the registration or application numbers, if any, execute such documents as Bank may reasonably request for Bank to maintain
its perfection in such intellectual property rights to be registered by Borrower; (ii) upon the request of Bank, either deliver
to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iii) upon filing any
such applications or registrations, promptly (unless alternative timing is specified in Section 6.2) provide Bank with a copy of
such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Bank to be
filed for Bank to maintain the perfection and priority of its security interest in such intellectual property rights, and the date
of such filing.


 


(b) Borrower
shall execute and deliver such additional instruments and documents from time to time as Bank shall reasonably request to perfect
and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral.


 


(c) Borrower
shall use commercially reasonable efforts to (i) protect, defend and maintain the validity and enforceability of the Trademarks,
Patents, Copyrights, and trade secrets, (ii) detect infringements of the Trademarks, Patents and Copyrights and promptly advise
Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned,
forfeited or dedicated to the public without the written consent of Bank, which shall not be unreasonably withheld.


 


(d) Bank
may audit Borrower’s Intellectual Property Collateral to confirm compliance with Section 6.2 and this Section 6.8, provided
such audit may not occur more often than twice per year, unless an Event of Default has occurred and is continuing. Bank shall
have the right, but not the obligation, to take, at Borrower’s sole expense, any actions that Borrower is required under
this Section 6.8 to take but which Borrower fails to take, after fifteen (15) days’ notice to Borrower. Borrower shall reimburse
and indemnify Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this
Section 6.8.”


 


10. Section
8.8 of the Agreement is hereby amended and restated in its entirety as follows:


 


“8.8 Judgements; Settlements. If
one or more (a) judgements, orders decrees or arbitration awards requiring the Borrower and /or its Subsidiaries to pay an aggregate
amount of One Hundred Fifty Thousand Dollars ($150,000) or greater shall be rendered against Borrower and/or its Subsidiaries and
the same shall not have been vacated or stayed within ten (10) business days thereafter (provided that no Credit Extensions will
be made prior to such matter being vacated or stayed); or (b) settlements is agreed upon by Borrower and/or its Subsidiaries for
the payment by Borrower and/or its Subsidiaries of an aggregate amount of One Hundred Fifty Thousand Dollars ($150,000) or greater
or that could reasonably be expected to have a Material Adverse Effect.”


 


11. Exhibit
B to the Agreement is hereby replaced with Exhibit B attached hereto.


 


12. Exhibit
D to the Agreement is hereby replaced with Exhibit D attached hereto.


 






    55


     


    

 


13. No course of dealing
on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate as a waiver thereof,
and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Bank’s failure
at any time to require strict performance by Borrower of any provision shall not affect any right of Bank thereafter to demand
strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank.


 


14. Unless otherwise defined, all
initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be
and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects.
Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver
of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof.


 


15. Borrower represents and warrants
that the Representations and Warranties contained in the Agreement are true and correct in all material respects as of the date
of this Amendment, except for those Representations and Warranties which specifically refer to an earlier date or time period,
in which case such Representations and Warranties are true and correct in all material respects as of such date or with respect
to such time period, and that no Event of Default has occurred and is continuing.


 


16. As a condition to the effectiveness
of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following:


 


(a) this
Amendment, duly executed by Borrower;


 


(b) a
Certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this
Amendment;


 


(c) an
Intellectual Property Security Agreement;


 


(d) a
Warrant to Purchase Stock;


 


(e) an
Affirmation of Subordination Agreement duly executed by each holder of Subordinated Debt;


 


(f) all
reasonable Bank Expenses incurred through the date of this Amendment; and


 


(g) such
other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.


 


17. This Amendment may be executed
in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.


 




    56


     


    

 


IN WITNESS WHEREOF,
the undersigned have executed this Amendment as of the first date above written.


 


	 	AUGMEDIX, INC.
	 	 
	 	By: 	/s/ IAN SHAKIL
	 	Title:	CHIEF EXECUTIVE OFFICER
	 	 
	 	COMERICA BANK
	 	 
	 	By:	/s/ Kevin Zeidan
	 	Title:	SVP


 


[Signature Page to Third Amendment
to Loan & Security Agreement]


 




    57


     


    

 


	DEBTOR	AUGMEDIX, INC.
	 	 
	SECURED PARTY:	COMERICA BANK


 


EXHIBIT B


 


COLLATERAL DESCRIPTION ATTACHMENT TO LOAN
AND SECURITY AGREEMENT


 


All personal property of Debtor of every
kind, whether presently existing or hereafter created or acquired, and wherever located, including but not limited to: (a) all
accounts (including health-care-insurance receivables), chattel paper (including tangible and electronic chattel paper), deposit
accounts, documents (including negotiable documents), equipment (including all accessions and additions thereto), general intangibles
(including payment intangibles and software), goods (including fixtures), instruments (including promissory notes), inventory (including
all goods held for sale or lease or to be furnished under a contract of service, and including returns and repossessions), investment
property (including securities and securities entitlements), letter of credit rights, money, and all of Debtor’s books and
records with respect to any of the foregoing, and the computers and equipment containing said books and records; and (b) any and
all cash proceeds and/or noncash proceeds thereof, including, without limitation, insurance proceeds, and all supporting obligations
and the security therefor or for any right to payment. All terms above have the meanings given to them in the California Uniform
Commercial Code, as amended or supplemented from time to time.


 


Notwithstanding the foregoing, the Collateral
shall not include (a) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock
owned by Debtor of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter; or
(b) rights held under a lease or license that are not assignable by their terms without the consent of the lessor or licensor
thereof (but only to the extent such restriction on assignment is enforceable under applicable law).


 




    58


     


    


 


EXHIBIT D


 


COMPLIANCE CERTIFICATE


 


	Please
    send all Required Reporting to:	Comerica
    Bank
	 	Technology &
    Life Sciences Division
	 	Loan Analysis Department
	 	250 Lytton Ave,
    3rd Floor
	 	Palo Alto, CA 94301
	 	Attn: [*]
	 	FAX: [*]
	 	Email:
    [*]


 


FROM: AUGMEDIX, INC.


 


The undersigned authorized Officer of
AUGMEDIX, INC. (“Borrower”), hereby certifies that in accordance with the terms and conditions of the Loan and
Security Agreement between Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliance for the
period ending _______________________________with all required covenants, including without limitation the ongoing
registration of intellectual property rights in accordance with Section 6.8, except as noted below and (ii) all
representations and warranties of Borrower stated in the Agreement are true and correct in all material respects as of the
date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies
that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from
one period to the next except as explained in an accompanying letter or footnotes.


 


Please indicate compliance status by circling
Yes/No under “Complies” or “Applicable” column.


 


	REPORTING COVENANTS	 	REQUIRED	 	COMPLIES
	 	 	 	 	 	 	 
	Company Prepared Monthly F/S	 	Monthly, within 30 days	 	YES	 	NO
	Compliance Certificate	 	Monthly, within 30 days	 	YES	 	NO
	CPA Audited, Unqualified F/S	 	Annually, within 180 days of FYE1	 	YES	 	NO
	Annual Business Plan (on a monthly basis, incl. operating budget)	 	Annually, within 30 days of board approval	 	YES	 	NO
	Audit	 	annual	 	YES	 	NO
	 	 	 	 	 	 	 
	If Public:	 	 	 	 	 	 
	10-Q	 	Quarterly, within 5 days of SEC filing (50 days)	 	YES	 	NO
	10-K	 	Annually, within 5 days of SEC filing (95 days)	 	YES	 	NO
	 	 	 	 	 	 	 
	Total amount of Borrower’s cash and investments	 	Amount: $______________________	 	YES	 	NO
	Total amount of Borrower’s cash and investments maintained with Bank	 	Amount: $______________________	 	YES	 	NO 


 


	 	 	DESCRIPTION	 	APPLICABLE
	 	 	 	 	 	 	 
	Legal Action > $150,000	 	Notify promptly upon notice___________	 	YES	 	NO
	Inventory Disputes > $100,000	 	Notify promptly upon notice___________	 	YES	 	NO
	Mergers & Acquisitions > $100,000	 	Notify promptly upon notice___________	 	YES	 	NO
	Cross default with other agreements >$100,000	 	Notify promptly upon notice___________	 	YES	 	NO 
	Judgment > $150,000	 	Notify promptly upon notice___________	 	YES	 	NO


 


 






		1	Other than for FYE 2016, within 210 days of FYE.



 




    59


     


    


 


	OTHER COVENANTS	 	REQUIRED	 	ACTUAL	 	COMPLIES
	Permitted Indebtedness for equipment leases	 	<$200,000	 	___________	 	YES	 	NO
	Permitted Investments for stock repurchase	 	<$200,000	 	___________	 	YES	 	NO
	Permitted Investments for subsidiaries	 	<$200,000	 	___________	 	YES	 	NO
	Permitted Investments for employee loans	 	<$200,000	 	___________	 	YES	 	NO
	Permitted Investments for joint ventures	 	<$200,000	 	___________	 	YES	 	NO
	Permitted Liens for equipment leases	 	<$200,000	 	___________	 	YES	 	NO
	Permitted Transfers	 	<$200,000	 	___________	 	YES	 	NO


 


Please Enter Below Comments Regarding Violations:


 


The Officer further acknowledges that at
any time Borrower is not in compliance with all the terms set forth in the Agreement, including, without limitation, the financial
covenants, no credit extensions will be made.


 


	Very truly yours,	 
	 	 
	 	 
	Authorized Signer	 


 


	Name: 	 	 
	 	 	 
	Title: 	 	 


 




    60


     


    


 


 


 


CORPORATION RESOLUTIONS
AND INCUMBENCY CERTIFICATION


AUTHORITY TO PROCURE LOANS


 





 



 


I certify that I am the duly elected and
qualified Secretary of Augmedix, Inc. (the “Corporation”), and the keeper of the records of the Corporation;
that the following is a true and correct copy of resolutions duly adopted by the Board of Directors of the Corporation in accordance
with its bylaws and applicable statutes.


 


Copy of Resolutions: 


 


Be it Resolved,
that:


 


		1.	Any (insert number required to sign) _______________________(__) of the following (insert titles
only) ________________________________________________of the Corporation (the “Authorized Signer(s)”) are/is authorized,
for, on behalf of, and in the name of the Corporation to:



 


		(a)	Negotiate and procure loans, letters of credit and other credit or financial accommodations from
Comerica Bank (the “Bank”), up to an amount not exceeding $___________, in aggregate (if left blank, then unlimited);



 


		(b)	Discount with the Bank, commercial or other business paper belonging to the Corporation made or
drawn by or upon third parties, without limit as to amount;



 


		(c)	Purchase, sell, exchange, assign, endorse for transfer and/or deliver certificates and/or instruments
representing stocks, bonds, evidences of Indebtedness or other securities owned by the Corporation, whether or not registered in
the name of the Corporation;



 


		(d)	Give security for any liabilities of the Corporation to the Bank by grant, security interest, assignment,
lien, deed of trust or mortgage upon any real or personal property, tangible or intangible of the Corporation;



 


		(e)	Issue and/or execute one or more warrants for the purchase of the Corporation’s capital stock
to Bank;



 


		(f)	Execute and deliver in form and content as may be required by the Bank any and all notes, evidences
of Indebtedness, applications for letters of credit, guaranties, subordination agreements, loan and security agreements, financing
statements, assignments, liens, deeds of trust, mortgages, trust receipts and other agreements, instruments or documents to carry
out the purposes of these Resolutions, any or all of which may relate to all or to substantially all of the Corporation’s
property and assets; and



 


		(g)	Appoint, delegate and authorize such other person(s) (the “Delegated Person(s)”) as
may be designated in writing from time to time by the above referenced Authorized Signer(s), or any one or more of them, (i) to
request loans, advances and/or letters of credit under any line of credit, loan or other credit or financial accommodation made
available by Bank to or in favor of the Corporation, and to execute and/or deliver unto Bank, in form and content as may be required
by the Bank, such agreements, instruments and documents as may be necessary or required to carry out such purposes, (ii) make loan
payments for and on behalf of the Corporation, and (iii) execute and certify borrowing base certificates, account agings, inventory
reports and collateral reports (together with any other documents, reports and certificates required to be delivered in connection
with any of the foregoing) for and on behalf of the Corporation.



 


		2.	Said Bank be and it is authorized and directed to pay the proceeds of any such loans or discounts
as directed by the Authorized Signer(s) or Delegated Person(s) (if any), whether so payable to the order of any of said Authorized
Signer(s) or Delegated Person(s) (if any) in their individual capacities or not, and whether such proceeds are deposited to the
individual credit of any of said Authorized Signer(s) or Delegated Person(s) (if any) or not.



 


		3.	Any and all agreements, instruments and documents previously executed and acts and things previously
done to carry out the purposes of these Resolutions are ratified, confirmed and approved as the act or acts of the Corporation.



 


		4.	These Resolutions shall continue in force, and the Bank may consider the holders of said offices
and their signatures to be and continue to be as set forth in a certified copy of these Resolutions delivered to the Bank, until
notice to the contrary in writing is duly served on the Bank (such notice to have no effect on any action previously taken by the
Bank in reliance on these Resolutions).



 




    61


     


    


 


		5.	Any person, corporation or other legal entity dealing with the Bank may rely upon a certificate
signed by an officer of the Bank to effect that these Resolutions and any agreement, instrument or document executed pursuant to
them are still in full force and effect and binding upon the Corporation.



 


		6.	The Bank may consider the holders of the offices of the Corporation and their signatures, respectively,
to be and continue to be as set forth in the Certificate of the Secretary of the Corporation until notice to the contrary in writing
is duly served on the Bank.



 


I further certify that the following
named persons (“Authorized Persons”) have been duly elected to the offices set opposite their respective names, that
they continue to hold these offices at the present time and that the signatures which appear below are the genuine, original signatures
of each respectively. I acknowledge and agree that the Authorized Persons may sign this certificate in multiple counterparts, each
of which shall be deemed an original instrument, and all of which shall constitute a single certificate, and that the signature
of any Authorized Signer to any counterpart shall be deemed certified by me in accordance with this certification. I or the Bank
may assemble the signatures from one or more counterparts and attach them to any other counterpart for the purpose of having a
single document containing all the signatures of the Authorized Signers. Delivery of an executed counterpart of a signature to
this certificate by telecopy, emailed portable document format (“pdf”), or tagged image file format (“tiff”)
or any other electronic means that reproduces an image of the actual executed signature of the Authorized Signer shall be effective
as delivery of an original executed counterpart of this certificate. I or the party sending an executed counterpart of his/her
signature to this certificate by telecopy, pdf, tiff or any other electronic means shall also send the original thereof to Bank
within five (5) days thereafter, but failure to do so shall not affect my certification of such signature and incumbency of such
party.


 


(PLEASE SUPPLY GENUINE SIGNATURES OF
AUTHORIZED SIGNERS BELOW)


 


	NAME (Type or Print)	 	TITLE	 	SIGNATURE
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 


In Witness Whereof, I have affixed my name
as Secretary on July 28, 2017.


 


	 	 
	 	Secretary


 


	The Above Statements are Correct.	 
	 	SIGNATURE OF OFFICER OR DIRECTOR OR, IF
	NONE, A SHAREHOLDER	 
	 	OTHER THAN THE SECRETARY WHEN THE
	SECRETARY IS THE SOLE	 
	 	AUTHORIZED SIGNER SET FORTH ABOVE


 


Failure to complete the above when the
Secretary is the sole Authorized Signer set forth above, shall constitute a certification by the Secretary that the Secretary is
the sole Shareholder, Director and Officer of the Corporation.


 




    62


     


    


 


FOURTH AMENDMENT TO LOAN AND SECURITY
AGREEMENT


 


This Fourth Amendment
to Loan and Security Agreement (this “Amendment”) is entered into as of August 20, 2018, by and between COMERICA BANK,
a Texas banking association (“Bank”) and AUGMEDIX, INC., a Delaware corporation (“Borrower”).


 


RECITALS


 


Borrower and Bank are
parties to that certain Loan and Security Agreement dated as of June 11, 2015 (as amended from time to time, including by that
certain First Amendment to Loan and Security Agreement dated as of February 14, 2017, that certain Second Amendment to Loan and
Security Agreement dated as of April 11, 2017, and that certain Third Amendment to Loan and Security Agreement dated as of July
28, 2017, the “Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment.


 


NOW, THEREFORE, the
parties agree as follows:


 


1. The
following defined terms in Exhibit A of the Agreement hereby are added, amended or restated as follows:


 


“Cash
Burn” means an amount equal to the prior month’s ending Cash minus the current month’s ending Cash that has been
adjusted for any changes to Cash as a result of borrowings and repayments of borrowings, proceeds from the sale of Equity Interests
and the exercise of any options or warrants, paid-in-capital and minority interest, financial debt, equity and/or paid-in-capital
and capital expenditures financed under a capital lease.


 


“EBITDA
Burn” means an amount, determined in accordance with GAAP, equal to (a) Borrower’s trailing three (3) month EBITDA,
divided by three (3).


 


The following
definitions are utilized in calculating and determining the EBITDA Burn:


 


“Consolidated
Net Income (or Deficit)” means the consolidated net income (or deficit) of any Person and its Subsidiaries, after deduction
of all expenses, taxes, and other proper charges, determined in accordance with GAAP, after eliminating therefrom all extraordinary
nonrecurring items of income.


 


“Consolidated
Total Interest Expense” means with respect to any Person for any period, the aggregate amount of interest required to be
paid or accrued by a Person and its Subsidiaries during such period on all Indebtedness of such Person and its Subsidiaries outstanding
during all or any part of such period, whether such interest was or is required to be reflected as an item of expense or capitalized,
including payments consisting of interest in respect of any capitalized lease or any synthetic lease, and including commitment
fees, agency fees, facility fees, balance deficiency fees and similar fees or expenses in connection with the borrowing of money.


 


“EBITDA”
means with respect to any fiscal period an amount equal to the sum of (a) Consolidated Net Income of the Borrower and its
Subsidiaries for such fiscal period, plus (b) in each case to the extent deducted in the calculation of the
Borrower’s Consolidated Net Income and without duplication, (i) depreciation and amortization for such period, plus
(ii) income tax expense for such period, plus (iii) Consolidated Total Interest Expense paid or accrued during such
period, plus (iv) non-cash expense associated with granting stock options, and minus, to the extent added in
computing Consolidated Net Income, and without duplication, all extraordinary and non-recurring revenue and gains (including
income tax benefits) for such period, all as determined in accordance with GAAP.


 






    63


     


    


 


“Fourth Amendment Effective
Date” means August 20, 2018.


 


“Growth Capital Maturity Date” means December 31, 2020.


 


“Trinity” means TRINITY
CAPITAL FUND III, L.P., subordinated creditor under that certain Subordination Agreement, dated as of May 31, 2017.


 


2. Section
2.1(b)(ii) of the Agreement hereby is amended and restated in its entirety as follows:


 


“(ii)
Interest shall accrue from the date of each Growth Capital Advance at the rate specified in the Pricing Addendum, and shall
be payable in accordance with Section 2.3(b) and on the terms set forth in the Pricing Addendum. The Growth Capital Advances
shall be payable in eight (8) equal monthly installments of principal in the amount of Thirty Thousand Dollars ($30,000),
plus all accrued interest beginning on May 11, 2018 and continuing on the same the same day of each month thereafter through
December 11, 2018. The Growth Capital Advances outstanding on December 12, 2018 shall be payable in twenty-four (24) equal
monthly installments of principal, plus all accrued interest beginning on January 11, 2019 and continuing on the same day of
each month thereafter through the Growth Capital Maturity Date, at which time all Growth Capital Advances under this Section
2.1(b) shall be immediately due and payable. Growth Capital Advances, once repaid, may not be reborrowed. Borrower may prepay
any Growth Capital Advances without penalty or premium. Bank hereby agrees that (x) on the Fourth Amendment Effective Date
Bank shall refund previously debited principal payments in an amount equal to Two Hundred Fifty-Two Thousand Dollars
($252,000) and (y) on the date Borrower achieves Equity Milestone I Bank shall refund previously debited principal payments
in an amount equal to Two Hundred Fifty-Two Thousand Dollars ($252,000).”


 


3. Section
6.7 of the Agreement hereby is amended and restated in its entirety as follows:


 


“6.7 Financial
Covenants. Borrower shall at all times maintain the following financial ratios and covenants:


 


(a) Minimum
Cash. A balance of unrestricted cash at Bank of not less than the greatest of (i) (x) from the Fourth Amendment Effective Date
through March 30, 2019, One Million Dollars ($1,000,000) and (y) at all times after March 30, 2019, Two Million Dollars ($2,000,000),
(ii) the amount of cash required for Borrower to fulfill its payroll requirements for two consecutive pay periods, as determined
by Bank in its sole discretion, or (iii) an amount equal to one half of the Cash Burn measured as of the most recently ended month,
each as determined by Bank in its sole but reasonable discretion.


 


(b) EBITDA.
EBITDA, measured on a monthly basis, which shall not exceed the amounts set forth below for the corresponding measuring dates,
which are based on Borrower’s approved financial projections delivered to Bank:


 


	Measuring Period End Date	 	Maximum EBITDA (in thousands of dollars)
	August 31, 2018	 	(1,854)
	September 30, 2018	 	(1,914)
	October 31, 2018	 	(1,832)
	November 30, 2018	 	(1,840)
	December 31, 2018	 	(2,321)
	January 31, 2019	 	(2,089)
	February 28, 2019	 	(1,886)
	March 31, 2019	 	(2,044)
	April 30, 2019	 	(1,936)
	May 31, 2019	 	(2,023)
	June 30, 2019	 	(2,056)
	July 31, 2019	 	(1,997)
	August 31, 2019	 	(1,803)
	September 30, 2019	 	(1,902)
	October 31, 2019	 	(1,594)
	November 30, 2019	 	(1,541)
	December 31, 2019	 	(2,278)


 






    64


     


    


 


The required EBITDA levels for
the measuring periods ending after December 31, 2019, shall be reset upon mutual agreement of the parties based on the Board approved
projections delivered to Bank in accordance with Section 6.2(vi) hereof. The new covenant levels shall be documented in an amendment
to this Agreement to be entered into on or prior to January 15, 2020. Borrowers’ failure to enter into the amendment to this
Agreement to reset such covenant levels shall be an immediate and non-curable Event of Default hereunder.


 


(c) Equity
Milestones. Borrower deliver evidence, satisfactory to Bank in its sole discretion, that Borrower has, (i) after the Fourth
Amendment Effective Date, but on or prior to August 31, 2018, received at least Two Million Nine Hundred Thousand Dollars ($2,900,000)
of net cash proceeds from the sale of Borrower’s equity securities to investors and on terms and conditions reasonably acceptable
to Bank (“Equity Milestone I”), and (ii) after the Fourth Amendment Effective Date, but on or prior to October 15,
2018, received at least Seven Million One Thousand Dollars ($7,100,000) of net cash proceeds from the sale of Borrower’s
equity securities to investors and on terms and conditions reasonably acceptable to Bank (“Equity Milestone II”), which
shall be in addition to, and not including, the Two Million Nine Hundred Thousand Dollars ($2,900,000) received in in connection
with Equity Milestone I.”


 


4. Exhibit D
to the Agreement is hereby replaced in its entirety by Exhibit D attached hereto.


 


5. No course of dealing
on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate as a waiver thereof,
and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Bank’s failure
at any time to require strict performance by Borrower of any provision shall not affect any right of Bank thereafter to demand
strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank.


 


6. Unless otherwise
defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby,
shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all
respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as
a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof.


 


7. Borrower represents
and warrants that the Representations and Warranties contained in the Agreement are true and correct in all material respects as
of the date of this Amendment, and that no Event of Default has occurred and is continuing.


 


8. As a condition to
the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following:


 


(a) this Amendment, duly
executed by Borrower;


 


(b) a Certificate of
the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Amendment;


 




    65


     


    


 


(c) an amendment fee in the amount of Twenty-Five
Thousand Dollars ($25,000), which may be debited from any of Borrower’s accounts;


 


(d) all
reasonable Bank Expenses incurred through the date of this Amendment, which may be debited from any of Borrower’s accounts;


 


(e) Borrower’s
delivery of evidence, satisfactory to Bank in its reasonable discretion, that Trinity has extended the interest-only period on
Borrower’s Subordinated Debt held with Trinity and subject to that certain Subordination Agreement, dated as of May 31, 2017;


 


(f) an
Affirmation of Subordination Agreement duly executed by Trinity; and


 


(g) such
other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.


 


9. This
Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one instrument.


 


[Balance of Page Intentionally Left
Blank]


 




    66


     


    


 


IN WITNESS WHEREOF, the undersigned have
executed this Amendment as of the first date above written.


 


	 	AUGMEDIX, INC.
	 	 
	 	By: 	/s/ Manny Krakaris
	 	Name: 	Manny Krakaris
	 	Title:	CEO
	 	 
	 	COMERICA BANK
	 	 
	 	By:	               
	 	Name:	 
	 	Title:	 


 


[Signature Page to Fourth Amendment
to Loan & Security Agreement]


 






    67


     


    







 


EXHIBIT D


 


COMPLIANCE CERTIFICATE


 


	Please send all Required Reporting to:	Comerica Bank
	 	Loan Analysis Department
	 	333 W. Santa Clara Street
	 	San Jose, CA 95113-1713
	 	[*]
	 	[*]
	 	[*]
	 	[*]


 


FROM:
AUGMEDIX, INC.

 


The undersigned authorized Officer of AUGMEDIX,
INC. (“Borrower”), hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement
between Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliance for the period ending ____________________
with all required covenants, including without limitation the ongoing registration of intellectual property rights in accordance
with Section 6.8, except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true
and correct in all material respects as of the date hereof. Attached herewith are the required documents supporting the above certification.
The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are
consistently applied from one period to the next except as explained in an accompanying letter or footnotes.


 


Please indicate compliance status by circling
Yes/No under “Complies” or “Applicable” column.


 


	MONTHLY REPORTING COVENANTS	 	REQUIRED	 	 
	 	 	 	 	 
	Company Prepared Monthly F/S 	 	Monthly, within 30 days	 	☐
    YES    ☐ NO
	 	 	 	 	 
	Compliance Certificate	 	Monthly, within 30 days	 	☐
    YES    ☐ NO


 


	PERIODIC REPORTING COVENANTS	 	REQUIRED	 	 	 	 
	 	 	 	 	 	 	 
	Annual Business Plan (incl. operating budget)	 	Annually, within 30 days of board approval	 	☐ NOT IN EFFECT THIS PERIOD	 	☐
    YES    ☐ NO
	CPA Audited, Unqualified F/S	 	Annually, within 180 days of FYE	 	☐ NOT IN EFFECT THIS PERIOD	 	☐
    YES    ☐ NO
	Audit	 	Annually	 	☐ NOT IN EFFECT THIS PERIOD	 	☐
    YES    ☐ NO


 


	This section only to be required and filled out if Public: 	 	 
	10-Q	 	Quarterly, within 5 days of SEC filing (50 days)	 	☐
    YES    ☐ NO
	10-K	 	Annually, within 5 days of SEC filing (95 days)	 	☐
    YES    ☐ NO


 


	ACCOUNTS 6.6	 	REQUIRED	 	ACTUAL VALUES TO BE ENTERED BELOW
	Total amount of Borrower’s cash and investments	 	See Loan Agreement	 	Amount: $ _____________	 	☐
    YES    ☐ NO
	Total amount of Borrower’s cash and investments maintained with Bank	 	See Loan Agreement	 	Amount: $ _____________	 	☐
    YES    ☐ NO
	 	 	 	 	 	 	 
	 	 	 	 	DESCRIPTION	 	APPLICABLE
	Legal Action > $150,000	 	Notify promptly upon notice	 	________________________	 	☐
    YES    ☐ NO
	Inventory Disputes > $100,000	 	Notify promptly upon notice	 	________________________	 	☐
    YES    ☐ NO
	Mergers & Acquisitions > $100,000	 	Notify promptly upon notice	 	________________________	 	☐
    YES    ☐ NO
	Cross default with other agreements >$100,000	 	Notify promptly upon notice	 	________________________	 	☐
    YES    ☐ NO
	Judgments; Settlements > $150,000	 	Notify promptly upon notice	 	________________________	 	☐
    YES    ☐ NO


 




    68


     


    

 


	FINANCIAL
    COVENANTS	 	REQUIRED	 	ACTUAL	 	COMPLIES
	 	 	 	 	 	 	 
	TO
    BE TESTED MONTHLY, UNLESS OTHERWISE NOTED:	 	 	 	 
	 	 	 	 	 	 	 
	Minimum Cash	 	(i) (x) through
    March 30, 2019, $1,000,000 and (y) after March 30, 2019, $2,000,000, (ii) 2 weeks of payroll, or (iii) half of monthly	 	$____________	 	☐ YES    ☐
    NO
	 	 	Cash Burn	 	 	 	 
	EBITDA Burn	 	See Section 6.7(b)	 	$____________	 	☐ YES    ☐
    NO
	Equity Milestone I	 	$2,900,000 in raised
    equity on or prior to 8/31/2018	 	$____________	 	☐ YES    ☐
    NO
	Equity Milestone II	 	$7,100,000 in raised
    equity on or prior to 10/15/2018	 	$____________	 	☐ YES    ☐
    NO


 


	OTHER COVENANTS	 	REQUIRED	 	ACTUAL	 	COMPLIES
	 	 	 	 	 	 	 
	Permitted Indebtedness for equipment leases	 	<$200,000	 	_______________________	 	☐ YES    ☐
    NO
	Permitted Investments for stock repurchase	 	<$200,000	 	_______________________	 	☐ YES    ☐
    NO
	Permitted Investments for subsidiaries	 	<$200,000	 	_______________________	 	☐ YES    ☐
    NO
	Permitted Investments for employee loans	 	<$200,000	 	_______________________	 	☐ YES    ☐
    NO
	Permitted Investments for joint ventures	 	<$200,000	 	_______________________	 	☐ YES    ☐
    NO
	Permitted Liens for equipment leases	 	<$200,000	 	_______________________	 	☐ YES    ☐
    NO
	Permitted Transfers	 	<$200,000	 	_______________________	 	☐ YES    ☐
    NO


 


Please Enter Below Comments Regarding Violations:


 


The Officer further acknowledges that at
any time Borrower is not in compliance with all the terms set forth in the Agreement, including, without limitation, the financial
covenants, no credit extensions will be made.


 


Very truly yours,


 


	 	 
	Authorized Signer	 
	 	      	 
	Name: 	 	 
	 	 	 
	Title:	 	 


 




    69


     


    

 


 


 


CORPORATION RESOLUTIONS AND INCUMBENCY CERTIFICATION


AUTHORITY TO PROCURE LOANS


 





 



 


I certify that I am the duly elected and
qualified Secretary of AUGMEDIX, INC. (the “Corporation”), and the keeper of the records of the Corporation; that the
following is a true and correct copy of resolutions duly adopted by the Board of Directors of the Corporation in accordance with
its bylaws and applicable statutes.


 


Copy of Resolutions: 


 


Be it Resolved,
that:


 


		1.	Any (insert number required to sign)________________________
(___) of the following (insert titlesonly) ______________________________________________ of the Corporation (the “Authorized
Signer(s)”) are/is authorized, for, on behalf of, and in the name of the Corporation to:



 


		(a)	Negotiate and procure loans, letters of credit and
other credit or financial accommodations from Comerica Bank (the “Bank”), up to an amount not exceeding $______________,
in aggregate (if left blank, then unlimited);



 


		(b)	Discount with the Bank, commercial or other business
paper belonging to the Corporation made or drawn by or upon third parties, without limit as to amount;



 


		(c)	Purchase, sell, exchange, assign, endorse for transfer
and/or deliver certificates and/or instruments representing stocks, bonds, evidences of Indebtedness or other securities owned
by the Corporation, whether or not registered in the name of the Corporation;



 


		(d)	Give security for any liabilities of the Corporation
to the Bank by grant, security interest, assignment, lien, deed of trust or mortgage upon any real or personal property, tangible
or intangible of the Corporation;



 


		(e)	Issue and/or execute one or more warrants for the
purchase of the Corporation’s capital stock to Bank;



 


		(f)	Execute and deliver in form and content as may be
required by the Bank any and all notes, evidences of Indebtedness, applications for letters of credit, guaranties, subordination
agreements, loan and security agreements, financing statements, assignments, liens, deeds of trust, mortgages, trust receipts
and other agreements, instruments or documents to carry out the purposes of these Resolutions, any or all of which may relate
to all or to substantially all of the Corporation’s property and assets; and



 


		(g)	Appoint, delegate and authorize such other person(s)
(the “Delegated Person(s)”) as may be designated in writing from time to time by the above referenced Authorized Signer(s),
or any one or more of them, (i) to request loans, advances and/or letters of credit under any line of credit, loan or other credit
or financial accommodation made available by Bank to or in favor of the Corporation, and to execute and/or deliver unto Bank,
in form and content as may be required by the Bank, such agreements, instruments and documents as may be necessary or required
to carry out such purposes, (ii) make loan payments for and on behalf of the Corporation, and (iii) execute and certify borrowing
base certificates, account agings, inventory reports and collateral reports (together with any other documents, reports and certificates
required to be delivered in connection with any of the foregoing) for and on behalf of the Corporation.



 


		2.	Said Bank be and it is authorized and directed to pay the
proceeds of any such loans or discounts as directed by the Authorized Signer(s) or Delegated Person(s) (if any), whether so payable
to the order of any of said Authorized Signer(s) or Delegated Person(s) (if any) in their individual capacities or not, and whether
such proceeds are deposited to the individual credit of any of said Authorized Signer(s) or Delegated Person(s) (if any) or not.



 


		3.	Any and all agreements, instruments and documents previously
executed and acts and things previously done to carry out the purposes of these Resolutions are ratified, confirmed and approved
as the act or acts of the Corporation.



 


		4.	These Resolutions shall continue in force, and the Bank
may consider the holders of said offices and their signatures to be and continue to be as set forth in a certified copy of these
Resolutions delivered to the Bank, until notice to the contrary in writing is duly served on the Bank (such notice to have no
effect on any action previously taken by the Bank in reliance on these Resolutions).



 






    70


     


    

 


		5.	Any person, corporation or other legal entity dealing with
the Bank may rely upon a certificate signed by an officer of the Bank to effect that these Resolutions and any agreement, instrument
or document executed pursuant to them are still in full force and effect and binding upon the Corporation.



 


		6.	The Bank may consider the holders of the offices of the
Corporation and their signatures, respectively, to be and continue to be as set forth in the Certificate of the Secretary of the
Corporation until notice to the contrary in writing is duly served on the Bank.



 


I further certify that the following named
persons (“Authorized Persons”) have been duly elected to the offices set opposite their respective names, that they
continue to hold these offices at the present time and that the signatures which appear below are the genuine, original signatures
of each respectively. I acknowledge and agree that the Authorized Persons may sign this certificate in multiple counterparts, each
of which shall be deemed an original instrument, and all of which shall constitute a single certificate, and that the signature
of any Authorized Signer to any counterpart shall be deemed certified by me in accordance with this certification. I or the Bank
may assemble the signatures from one or more counterparts and attach them to any other counterpart for the purpose of having a
single document containing all the signatures of the Authorized Signers. Delivery of an executed counterpart of a signature to
this certificate by telecopy, emailed portable document format (“pdf”), or tagged image file format (“tiff”)
or any other electronic means that reproduces an image of the actual executed signature of the Authorized Signer shall be effective
as delivery of an original executed counterpart of this certificate. I or the party sending an executed counterpart of his/her
signature to this certificate by telecopy, pdf, tiff or any other electronic means shall also send the original thereof to Bank
within five (5) days thereafter, but failure to do so shall not affect my certification of such signature and incumbency of such
party.


 


(PLEASE SUPPLY GENUINE SIGNATURES OF
AUTHORIZED SIGNERS BELOW)


 


	NAME (Type or Print)	 	TITLE	 	SIGNATURE
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


In Witness Whereof, I have affixed my name
as Secretary on August 20, 2018.


 


	 	 
	 	Secretary


 




The Above Statements are Correct.


	 	 
	 	SIGNATURE OF OFFICER OR DIRECTOR OR, IF NONE, A SHAREHOLDER OTHER THAN THE SECRETARY WHEN THE SECRETARY IS THE SOLE AUTHORIZED SIGNER SET FORTH ABOVE


 


Failure to complete the above when the
Secretary is the sole Authorized Signer set forth above, shall constitute a certification by the Secretary that the Secretary
is the sole Shareholder, Director and Officer of the Corporation.




 




    71


     


    

 


DEFAULT WAIVER AND FIFTH AMENDMENT TO
LOAN AND SECURITY AGREEMENT


 


This Default Waiver and Fifth Amendment
to Loan and Security Agreement (this “Amendment”) is entered into as of September 6, 2018 (the “Fifth Amendment
Effective Date”), by and between COMERICA BANK, a Texas banking association (“Bank”) and AUGMEDIX, INC., a Delaware
corporation (“Borrower”).


 


RECITALS


 


Borrower and Bank are parties to that certain
Loan and Security Agreement dated as of June 11, 2015 (as amended from time to time, including by that certain First Amendment
to Loan and Security Agreement dated as of February 14, 2017, that certain Second Amendment to Loan and Security Agreement dated
as of April 11, 2017, that certain Third Amendment to Loan and Security Agreement dated as of July 28, 2017, and that certain
Fourth Amendment to Loan and Security Agreement dated as of August 20, 2018, the “Agreement”). The parties desire to
amend the Agreement in accordance with the terms of this Amendment.


 


Additionally, Borrower is currently in
default under Section 6.7(c) of the Agreement (as in effect prior to the date hereof) due to Borrower’s failure to consummate
Equity Milestone I (as defined in the Agreement prior to the date hereof) (the “Existing Default”).


 


NOW, THEREFORE, the parties agree as follows:


 


1. Subsection
(y) of Section 2.1(b)(ii) of the Agreement hereby is amended and restated in its entirety as follows:


 


“(y) on the date Borrower achieves
the Equity Milestone, Bank shall return previously debited principal payments in an amount equal to Two Hundred Fifty-Two Thousand
Dollars ($252,000).”


 


2. Section
6.7(c) of the Agreement is hereby amended and restated in its entirety as follows:


 


“(c) Equity Milestone.
Borrower shall deliver evidence, satisfactory to Bank in its sole discretion, that Borrower has, after the Fifth Amendment Effective
Date, but on or prior to October 15, 2018, received at least Seven Million Five Hundred Fifty Thousand Dollars ($7,550,000) of
net cash proceeds from the sale of Borrower’s equity securities to investors and on terms and conditions reasonably acceptable
to Bank (the “Equity Milestone”). For the avoidance of doubt cash proceeds received by Borrower from the sale of its
equity securities to Orbimed on or about the Fifth Amendment Effective Date shall not be included as part of the Equity Milestone.”


 


3. Exhibit
D to the Agreement is hereby replaced in its entirety by Exhibit D attached hereto.


 


4. Borrower
hereby acknowledges and Bank hereby waives the Existing Default (the “Default Waiver”).


 


5. Waiver
of Notice and Cure. Borrower acknowledges that an Event of Default has occurred under the Agreement that, but for the Default
Waiver, would have entitled Bank to exercise all the remedies available to Bank under the Agreement and applicable law. Borrower
waives all notices of default and rights to cure that are otherwise provided in the Agreement or applicable law, including, but
not limited to, rights to notice and redemption under California Uniform Commercial Code sections 9611, 9620 and 9623. Borrower
further waives any claim that a sale or other disposition by Bank of the Collateral is not commercially reasonable because Bank
disclaims any warranties with respect to such sale or other disposition, including, without limitation, disclaimers of warranties
relating to title, possession, quiet enjoyment, or the like.


 






    72


     


    

 


6. Release.


 


6.1 Borrower
acknowledges that Bank would not enter into this Agreement, including the Default Waiver, without Borrower’s assurance hereunder.
Except for the obligations arising hereafter under the Agreement, Borrower hereby absolutely discharges and releases Bank, any
person or entity that has obtained any interest from Bank under the Agreement and each of Bank’s and such entity’s
former and present partners, stockholders, officers, directors, employees, successors, assignees, agents and attorneys from any
known or unknown claims which Borrower now has against Bank of any nature, including any claims that Borrower, its successors,
counsel, and advisors may in the future discover they would have now had if they had known facts not now known to them, whether
founded in contract, in tort or pursuant to any other theory of liability, including but not limited to any claims arising out
of or related to the Agreement or the transactions contemplated thereby.


 


6.2 Borrower waives the provisions
of California Civil Code Section 1542, which states:


 


A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY
HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.


 


6.3 The provisions, waivers and
releases set forth in this section are binding upon Borrower and Borrower’s shareholders, agents, employees, assigns and
successors in interest. The provisions, waivers and releases of this section shall inure to the benefit of Bank and its agents,
employees, officers, directors, assigns and successors in interest.


 


6.4 Borrower warrants and represents
that Borrower is the sole and lawful owner of all right, title and interest in and to all of the claims released hereby and Borrower
has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to
any person any such claim or any portion thereof. Borrower shall indemnify and hold harmless Bank from and against any claim, demand,
damage, debt, liability (including payment of attorneys’ fees and costs actually incurred whether or not litigation is commenced)
based on or arising out of any assignment or transfer.


 


6.5 The provisions of this section
shall survive payment in full of the Obligations, full performance of all the terms of this Amendment and the Agreement, and/or
Bank’s actions to exercise any remedy available under the Agreement or otherwise.


 


7. No
course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate
as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right.
Bank’s failure at any time to require strict performance by Borrower of any provision shall not affect any right of Bank
thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer
of Bank.


 


8. Unless
otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended
hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed
in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate
as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date
hereof.


 


9. Borrower
represents and warrants that the Representations and Warranties contained in the Agreement are true and correct as of the date
of this Amendment, and that no Event of Default (other than the Existing Default) has occurred and is continuing.


 


10. As
a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following:


 


(a) this
Amendment, duly executed by Borrower;


 


(b) an
Affirmation of Subordination Agreement, duly executed by each holder of Subordinated Debt;


 




    73


     


    

 


(c) a Certificate of
the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Amendment;


 


(d) evidence
that Orbimed has funded at least Seven Hundred Ninety Three Thousand Dollars ($793,000) of cash proceeds into Borrower’s
accounts at Bank from the sale of Borrower’s equity securities to Orbimed;


 


(e) all
reasonable Bank Expenses incurred through the date of this Amendment, which may be debited from any of Borrower’s accounts;
and


 


(f) such
other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.


 


11. This
Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one instrument.


 


[Balance of Page Intentionally Left
Blank]


 




    74


     


    

 


IN WITNESS WHEREOF, the undersigned have
executed this Amendment as of the first date above written.


 


	 	AUGMEDIX, INC.
	 	 
	 	By: 	/s/ Manny Krakaris
	 	Name:  	Manny
Krakaris
	 	Title:	CEO
	 	 
	 	COMERICA BANK
	 	 
	 	By:	/s/  John Beretti
	 	Name:	John Beretti
	 	Title:	SVP


 


[Signature Page to Default Waiver
and Fifth Amendment to Loan & Security Agreement]


 




    75


     


    

 


EXHIBIT D


 


COMPLIANCE CERTIFICATE


 


	Please
    send all Required Reporting to:	Comerica
    Bank

    Loan Analysis Department

    333 W. Santa Clara Street

    San Jose, CA 95113-1713

    [*]

    [*]

    [*]

    [*]


 


		FROM:	AUGMEDIX, INC.



 


The undersigned authorized Officer of AUGMEDIX,
INC, (“Borrower”), hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement
between Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliance for the period ending __________________
with all required covenants, including without limitation the ongoing registration of intellectual property rights in accordance
with Section 6.8, except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true
and correct in all material respects as of the date hereof. Attached herewith are the required documents supporting the above certification.
The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are
consistently applied from one period to the next except as explained in an accompanying letter or footnotes.


 


Please indicate compliance status by circling Yes/No under “Complies”
or “Applicable” column.


 


	MONTHLY REPORTING COVENANTS	 	REQUIRED	 	 
	 	 	 	 	 
	Company Prepared Monthly F/S 	 	Monthly, within 30 days	 	☐
    YES    ☐ NO
	 	 	 	 	 
	Compliance Certificate	 	Monthly, within 30 days	 	☐
    YES    ☐ NO


 


	PERIODIC REPORTING COVENANTS	 	REQUIRED	 	 	 	 
	 	 	 	 	 	 	 
	Annual Business Plan (incl. operating budget)	 	Annually, within 30 days of board approval	 	☐ NOT IN EFFECT THIS PERIOD	 	☐
    YES    ☐ NO
	CPA Audited, Unqualified F/S	 	Annually, within 180 days of FYE	 	☐ NOT IN EFFECT THIS PERIOD	 	☐
    YES    ☐ NO
	Audit	 	Annually	 	☐ NOT IN EFFECT THIS PERIOD	 	☐
    YES    ☐ NO


 


	This section only to be required and filled out if Public: 	 	 
	10-Q	 	Quarterly, within 5 days of SEC filing (50 days)	 	☐
    YES    ☐ NO
	10-K	 	Annually, within 5 days of SEC filing (95 days)	 	☐
    YES    ☐ NO


 


	ACCOUNTS 6.6	 	REQUIRED	 	ACTUAL VALUES TO BE ENTERED BELOW
	Total amount of Borrower’s cash and investments	 	See Loan Agreement	 	Amount: $ _____________	 	☐
    YES    ☐ NO
	Total amount of Borrower’s cash and investments maintained with Bank	 	See Loan Agreement	 	Amount: $ _____________	 	☐
    YES    ☐ NO
	 	 	 	 	 	 	 
	 	 	 	 	DESCRIPTION	 	APPLICABLE
	Legal Action > $150,000	 	Notify promptly upon notice	 	________________________	 	☐
    YES    ☐ NO
	Inventory Disputes > $100,000	 	Notify promptly upon notice	 	________________________	 	☐
    YES    ☐ NO
	Mergers & Acquisitions > $100,000	 	Notify promptly upon notice	 	________________________	 	☐
    YES    ☐ NO
	Cross default with other agreements >$100,000	 	Notify promptly upon notice	 	________________________	 	☐
    YES    ☐ NO
	Judgments; Settlements > $150,000	 	Notify promptly upon notice	 	________________________	 	☐
    YES    ☐ NO


 




    76


     


    

 


	FINANCIAL
    COVENANTS	 	REQUIRED	 	ACTUAL	 	COMPLIES
	 	 	 	 	 	 	 
	TO
    BE TESTED MONTHLY, UNLESS OTHERWISE NOTED:	 	 	 	 
	 	 	 	 	 	 	 
	Minimum Cash	 	(i) (x) through
    March 30, 2019, $1,000,000 and (y) after March 30, 2019, $2,000,000, (ii) 2 weeks of payroll, or (iii) half of monthly	 	$____________	 	☐ YES    ☐
    NO
	 	 	Cash Burn	 	 	 	 
	EBITDA Burn	 	See Section 6.7(b)	 	$____________	 	☐ YES    ☐
    NO
	Equity Milestone I	 	$2,900,000 in raised
    equity on or prior to 8/31/2018	 	$____________	 	☐ YES    ☐
    NO
	Equity Milestone II	 	$7,100,000 in raised
    equity on or prior to 10/15/2018	 	$____________	 	☐ YES    ☐
    NO


 


	OTHER COVENANTS	 	REQUIRED	 	ACTUAL	 	COMPLIES
	 	 	 	 	 	 	 
	Permitted Indebtedness for equipment leases	 	<$200,000	 	_______________________	 	☐ YES    ☐
    NO
	Permitted Investments for stock repurchase	 	<$200,000	 	_______________________	 	☐ YES    ☐
    NO
	Permitted Investments for subsidiaries	 	<$200,000	 	_______________________	 	☐ YES    ☐
    NO
	Permitted Investments for employee loans	 	<$200,000	 	_______________________	 	☐ YES    ☐
    NO
	Permitted Investments for joint ventures	 	<$200,000	 	_______________________	 	☐ YES    ☐
    NO
	Permitted Liens for equipment leases	 	<$200,000	 	_______________________	 	☐ YES    ☐
    NO
	Permitted Transfers	 	<$200,000	 	_______________________	 	☐ YES    ☐
    NO


 


Please Enter Below Comments Regarding Violations:


 


The Officer further acknowledges that at any time Borrower is
not in compliance with all the terms set forth in the Agreement, including, without limitation, the financial covenants, no credit
extensions will be made.


 


Very truly yours,


 


	 	 
	Authorized Signer	 
	 	            	 
	Name: 	 	 
	 	 	 
	Title:	 	 


 




    77


     


    

 





 


CORPORATION RESOLUTIONS AND INCUMBENCY CERTIFICATION


AUTHORITY TO PROCURE LOANS


 


 



 


I certify that I am the duly elected and
qualified Secretary of AUGMEDIX, INC. (the “Corporation”), and the keeper of the records of the Corporation;
that the following is a true and correct copy of resolutions duly adopted by the Board of Directors of the Corporation in accordance
with its bylaws and applicable statutes.


 


Copy of Resolutions: 


 


Be it Resolved, that:


 


		1.	Any (insert number required to sign) ONE (1) of the following
(insert titles only) ____________________________________________ of the Corporation (the “Authorized Signer(s)”)
are/is authorized, for, on behalf of, and in the name of the Corporation to:



 


		(a)	Negotiate and procure loans, letters of credit and other
credit or financial accommodations from Comerica Bank (the “Bank”), up to an amount not exceeding $___________, in
aggregate (if left blank, then unlimited);



 


		(b)	Discount with the Bank, commercial or other business
paper belonging to the Corporation made or drawn by or upon third parties, without limit as to amount;



 


		(c)	Purchase, sell, exchange, assign, endorse for transfer
and/or deliver certificates and/or Instruments representing stocks, bonds, evidences of indebtedness or other securities owned
by the Corporation, whether or not registered in the name of the Corporation;



 


		(d)	Give security for any liabilities of the Corporation
to the Bank by grant, security interest, assignment, lien, deed of trust or mortgage upon any real or personal property, tangible
or intangible of the Corporation;



 


		(d)	Issue and/or execute one or more warrants for the
purchase of the Corporation’s capital stock to Bank;



 


		(f)	Execute and deliver In form and content as may be
required by the Bank any and all notes, evidences of Indebtedness, applications for letters of credit, guaranties, subordination
agreements, loan and security agreements, financing statements, assignments, liens, deeds of trust, mortgages, trust receipts
and other agreements, instruments or documents to carry out the purposes of these Resolutions, any or all of which may relate
to all or to substantially all of the Corporation’s property and assets; and



 


		(g)	Appoint, delegate and authorize such other person(s) (the “Delegated Person(s)”)
                                                                                                           as may be designated in writing from time to time by the above referenced Authorized Signer(s), or any one or more of them,
                                                                                                           (i) to request loans, advances and/or letters of credit under any line of credit, loan or other credit or financial
                                                                                                           accommodation made available by Bank to or In favor of the Corporation, and to execute and/or deliver unto Bank, in form and
                                                                                                           content as may be required by the Bank, such agreements, instruments and documents as may be necessary or required to carry
                                                                                                           out such purposes, (ii) make loan payments for and on behalf of the Corporation, and (iii) execute and certify borrowing base
                                                                                                           certificates, account agings, inventory reports and collateral reports (together with any other documents, reports and
                                                                                                           certificates required to be delivered in connection with any of the foregoing) for and on behalf of the Corporation.



 


		2.	Said Bank be and it is authorized and directed to pay the proceeds of any such loans or
                                                                             discounts as directed by the Authorized Signer(s) or Delegated Person(s) (if any), whether so payable to the order of any of
                                                                             said Authorized Signer(s) or Delegated Person(s) (if any) in their individual capacities or not, and whether such
                                                                             proceeds are deposited to the individual credit of any of said Authorized Signer(s) or Delegated Person(s) (if any) or
                                                                             not.



 


		3.	Any and all agreements, instruments and documents previously
executed and acts and things previously done to carry out the purposes of these Resolutions are ratified, confirmed and approved
as the act or acts of the Corporation.



 


		4.	These Resolutions shall continue in force, and the Bank
may consider the holders of said offices and their signatures to be and continue to be as set forth in a certified copy
of these Resolutions delivered to the Bank, until notice to the contrary in writing is duly served on the Bank (such notice to
have no effect on any action previously taken by the Bank in reliance on these Resolutions).



 




    78


     


    

 


		5.	Any person, corporation or other legal entity dealing with
the Bank may rely upon a certificate signed by an officer of the Bank to effect that these Resolutions and any agreement, instrument
or document executed pursuant to them are still in full force and affect and binding upon the Corporation.



 


		6,	The Bank may consider the holders of the offices of the Corporation and their signatures,
                                                                                                     respectively, to be and continue to be as set forth in the Certificate of the Secretary of the Corporation until notice to
                                                                                                     the contrary in writing is duly served on the Bank.



 


I further certify that the following
named persons (“Authorized Persons”) have been duly elected to the offices set opposite their respective names, that
they continue to hold these offices at the present time and that the signatures which appear below are the genuine, original signatures
of each respectively. I acknowledge and agree that the Authorized Persons may sign this certificate in multiple counterparts, each
of which shall be deemed an original instrument, and all of which shall constitute a single certificate, and that the signature
of any Authorized Signer to any counterpart shall be deemed certified by me in accordance with this certification. I or the Bank
may assemble the signatures from one or more counterparts and attach them to any other counterpart for the purpose of having a
single document containing all the signatures of the Authorized Signers. Delivery of an executed counterpart of a signature to
this certificate by telecopy, emailed portable document format ("pdf"), or tagged image file format ("tiff")
or any other electronic means that reproduces an image of the actual executed signature of the Authorized Signer shall be effective
as delivery of an original executed counterpart of this certificate. I or the party sending an executed counterpart of his/her
signature to this certificate by telecopy, pdf, tiff or any other electronic means shall also send the original thereof to Bank
within five (5) days thereafter, but failure to do so shall not affect my certification of such signature and incumbency of such
party.

 


(PLEASE SUPPLY GENUINE SIGNATURES OF
AUTHORIZED SIGNERS BELOW


 


	NAME
    (Type or Print)	 	TITLE	 	SIGNATURE
	 	 	 	 	 
	Manny krakaris	 	CEO	 	/s/ Manny Krakaris
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


In Witness Whereof, I have affixed my name as Secretary
on September 6, 2018.


 


	 	/s/ illegible
	 	Secretary


 


The Above Statements are Correct.


 


	 	 
	 	SIGNATURE OF OFFICER OR DIRECTOR OR, IF NONE, A SHAREHOLDER OTHER THAN THE SECRETARY WHEN THE SECRETARY IS THE SOLE AUTHORIZED SIGNER SET FORTH ABOVE


 


Failure to complete the above when the
Secretary is the sole Authorized Signer set forth above, shall constitute a certification by the Secretary that the Secretary is
the sole Shareholder, Director and Officer of the Corporation.


 



    79


     


    

 


DEFAULT WAIVER AND SIXTH AMENDMENT TO
LOAN AND SECURITY AGREEMENT


 


This Default Waiver and Sixth Amendment
to Loan and Security Agreement (this “Amendment”) is entered into as of October 12, 2018 (the “Sixth Amendment
Effective Date”), by and between COMERICA BANK, a Texas banking association (“Bank”) and AUGMEDIX, INC., a Delaware
corporation (“Borrower”).


 


RECITALS


 


Borrower and Bank are parties to that certain
Loan and Security Agreement dated as of June 11, 2015 (as amended from time to time, including by that certain First Amendment
to Loan and Security Agreement dated as of February 14, 2017, that certain Second Amendment to Loan and Security Agreement dated
as of April 11, 2017, that certain Third Amendment to Loan and Security Agreement dated as of July 28, 2017, that certain Fourth
Amendment to Loan and Security Agreement dated as of August 20, 2018, and that certain Default Waiver and Fifth Amendment to Loan
and Security Agreement dated as of September 6, 2018, the “Agreement”). The parties desire to amend the Agreement in
accordance with the terms of this Amendment.


 


Additionally, Borrower is currently in
default under Section 6.7(c) of the Agreement (as in effect prior to the date hereof) due to Borrower’s failure to consummate
Equity Milestone I (as defined in the Agreement prior to the date hereof) (the “Existing Default”).


 


NOW, THEREFORE, the parties agree as follows:


 


1, The following defined term in Exhibit
A of the Agreement hereby is added in its entirety as follows:


 


“Decreased Principal Payment
End Date” means (i) December 11, 2018, or (ii) April 11, 2019 if Borrower achieves the Equity Milestone I, or (ii) June
11, 2019 if Borrower achieves the Equity Milestone I and Equity Milestone II.


 


“Increased Principal Payment
Start Date” means the eleventh (11th) day of month immediately following the Decreased Principal Payment End Date.


 


2. Section 2.1(b)(ii) of the Agreement
hereby is amended and restated in its entirety as follows:


 


“(ii) Interest shall accrue from
the date of each Growth Capital Advance at the rate specified in the Pricing Addendum, and shall be payable in accordance with
Section 2.3(b) and on the terms set forth in the Pricing Addendum. The Growth Capital Advances shall be payable in equal monthly
installments of principal in the amount of Thirty Thousand Dollars ($30,000), plus all accrued interest beginning on May 11, 2018
and continuing on the same the same day of each month thereafter through the Decreased Principal Payment End Date. The Growth Capital
Advances outstanding on the Increased Principal Payment Start Date shall be payable in equal monthly installments of principal
in the amount of One Hundred Sixty-Five Thousand Dollars ($165,000), beginning on the Increased Principal Payment Start Date and
continuing on the eleventh (11th) day of each month thereafter through the Growth Capital Maturity Date, at which time all Growth
Capital Advances and accrued and unpaid interest under this Section 2.1(b) shall be ‘immediately due and payable. Growth
Capital Advances, once repaid. may not be reborrowed. Borrower may prepay any Growth Capital Advances without penalty or premium.
Subsections (x) and (y) of the foregoing as in effect prior to the Sixth Amendment Effective Date have been intentionally omitted,”


 






    80


     


    

 


3. Section 6.7(c) of the Agreement is
hereby amended and restated in its entirety as follows:


 


“(c) Equity Milestones.


 


(i) Equity Milestone I.
Borrower shall deliver evidence, satisfactory to Bank in its sole discretion, that Borrower has, after the Sixth Amendment Effective
Date, but on or prior to October 15, 2018, received at least Eleven Million Dollars ($11,000,000) of net cash proceeds from the
sale of Borrower’s equity securities to investors and on terms and conditions reasonably acceptable to Bank (“Equity
Milestone I”).


 


(ii) Equity Milestone II.
Borrower shall deliver evidence, satisfactory to Bank in its sole discretion, that Borrower has, after the Sixth Amendment Effective
Date, but on or prior to April 11, 2019, received at least Four Million Dollars ($4,000,000) of net cash proceeds (in addition
to and not including amounts received in connection with Equity Milestone I) from the sale of Borrower’s equity securities
to investors and on terms and conditions reasonably acceptable to Bank (“Equity Milestone II”).”


 


4. Exhibit D to the Agreement is
hereby replaced in its entirety by Exhibit D attached hereto.


 


5. Borrower hereby acknowledges
and Bank hereby waives the Existing Default upon Borrower’s achievement of Equity Milestone I (the “Default Waiver”).


 


6. Waiver
of Notice and Cure. Borrower acknowledges that an Event of Default has occurred under the Agreement that, but for the Default
Waiver, would have entitled Bank to exercise all the remedies available to Bank under the Agreement and applicable law, Borrower
waives all notices of default and rights to cure that are otherwise provided in the Agreement or applicable law, including, but
not limited to, rights to notice and redemption under California Uniform Commercial Code sections 9611, 9620 and 9623. Borrower
further waives any claim that a sale or other disposition by Bank of the Collateral is not commercially reasonable because Bank
disclaims any warranties with respect to such sale or other disposition, including, without limitation, disclaimers of warranties
relating to title, possession, quiet enjoyment, or the like.


 


7. Release.


 


7.1 Borrower acknowledges that Bank
would not enter into this Agreement, including the Default Waiver, without Borrower’s assurance hereunder. Except for
the obligations arising hereafter under the Agreement, Borrower hereby absolutely discharges and releases Bank, any person or
entity that has obtained any interest from Bank under the Agreement and each of Bank’s and such entity’s former
and present partners, stockholders, officers, directors, employees, successors, assignees, agents and attorneys from any
known or unknown claims which Borrower now has against Bank of any nature, including any claims that Borrower, its
successors, counsel, and advisors may in the future discover they would have now had if they had known facts not now known to
them, whether founded in contract, in tort or pursuant to any other theory of liability, including but not limited to any
claims arising out of or related to the Agreement or the transactions contemplated thereby.


 


7.2 Borrower waives the provisions of California
Civil Code Section 1542, which states:


 


A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN
BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.


 


7.3 The provisions, waivers and
releases set forth in this section are binding upon Borrower and Borrower’s shareholders, agents, employees, assigns
and successors in interest. The provisions, waivers and releases of this section shall inure to the benefit of Bank and its
agents, employees, officers, directors, assigns and successors in interest.


 


7.4 Borrower
warrants and represents that Borrower is the sole and lawful owner of all right, title and interest in and to all of the
claims released hereby and Borrower has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred
or purported to assign or transfer to any person any such claim or any portion thereof. Borrower shall indemnify and hold
harmless Bank from and against any claim, demand, damage, debt, liability (including payment of attorneys’ fees and
costs actually incurred whether or not litigation is commenced) based on or arising out of any assignment or transfer.


 






    81


     


    

 


7.5 The provisions of this
section shall survive payment in full of the Obligations, full performance of all the terms of this Amendment and the
Agreement, and/or Bank’s actions to exercise any remedy available under the Agreement or otherwise.


 


8. No course of dealing on the
part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate as a waiver thereof,
and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Bank’s failure
at any time to require strict performance by Borrower of any, provision shall not affect any right of Bank thereafter to demand
strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank.


 


9. Unless otherwise defined,
all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall
be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects.
Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver
of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof.


 


10. Borrower represents and
warrants that the Representations and Warranties contained in the Agreement are true and correct as of the date of this Amendment,
and that no Event of Default (other than the Existing Default) has occurred and is continuing.


 


11. As a
condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the
following:


 


(a) this Amendment, duly executed
by Borrower;


 


(b) an Affirmation of Subordination
Agreement, duly executed by each holder of Subordinated Debt;


 


(c) a Certificate of the Secretary
of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Amendment;


 


(d) evidence, satisfactory to
Bank in its sole discretion, that Trinity has extended the interest-only period for the Subordinated Debt until July 1, 2019;


 


(e) all reasonable Bank
Expenses incurred through the date of this Amendment, which may be debited from any of Borrower’s accounts;


 


(f) and such
other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.


 


12. This
Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one instrument.


 


[Balance of Page Intentionally Left
Blank]


 






    82


     


    

 


IN WITNESS WHEREOF, the undersigned have executed this Amendment
as of the first date above written.


 


	 	AUGMEDIX, INC.
	 	 	 
	 	By:	/s/ Manny Krakaris
	 	Name:	Manny Krakaris
	 	Title:	CEO
	 	 
	 	COMERICA BANK
	 	 	 
	 	By:	/s/ John Beretti
	 	Name:	John Beretti
	 	Title:	SVP


 


[Signature Page to Default Waiver
and Sixth  Amendment to Loan & Security Agreement]


 



    83


     


    

 








 


CORPORATION RESOLUTIONS AND INCUMBENCY CERTIFICATION


AUTHORITY TO PROCURE LOANS


 


 



 


I certify that I am the duly elected and
qualified Secretary of AUGMEDIX, INC. (the “Corporation”), and the keeper of the records of the Corporation;
that the following is a true and correct copy of resolutions duly adopted by the Board of Directors of the Corporation in accordance
with its bylaws and applicable statutes.


 


Copy of Resolutions: 


 


Be it Resolved, that:


 


		1.	Any (insert number
                                         required to sign) ONE (1) of the following (insert titles only) CEO of the Corporation
                                         (the “Authorized Signer(s)”) are/is authorized, for, on behalf of, and in
                                         the name of the Corporation to:



 


		(a)	Negotiate and procure loans, letters of credit and other
credit or financial accommodations from Comercia Bank (the “Bank”), up to an amount not exceeding $___________, in
aggregate (if left blank, then unlimited);



 


		(b)	Discount with the Bank, commercial or other business
paper belonging to the Corporation made or drawn by or upon third parties, without limit as to amount;



 


		(c)	Purchase, sell, exchange, assign, endorse for transfer
and/or deliver certificates and/or Instruments representing stocks, bonds, evidences of indebtedness or other securities owned
by the Corporation, whether or not registered in the name of the Corporation;



 


		(d)	Give security for any liabilities of the Corporation
to the Bank by grant, security interest, assignment, lien, deed of trust or mortgage upon any real or personal property, tangible
or intangible of the Corporation;



 


		(d)	Issue and/or execute one or more warrants for the
purchase of the Corporation’s capital stock to Bank;



 


		(f)	Execute and deliver In form and content as may be
required by the Bank any and all notes, evidences of Indebtedness, applications for letters of credit, guaranties, subordination
agreements, loan and security agreements, financing statements, assignments, liens, deeds of trust, mortgages, trust receipts
and other agreements, instruments or documents to carry out the purposes of these Resolutions, any or all of which may relate
to all or to substantially all of the Corporation’s property and assets; and



 


		(g)	Appoint, delegate and authorize such other person(s)
(the “Delegated Person(s)”) as may be designated in writing from time to time by the above referenced Authorized Signer(s),
or any one or more of them, to (i) request loans, advances and/or letters of credit under any line of credit, loan or other credit
or financial accommodation made available by Bank to or In favor of the Corporation, and to execute and/or deliver unto Bank,
In form and content as may be required by the Bank, such agreements, instruments and documents as may be necessary or required
to carry out such purposes, (II) make loan payments for and on behalf of the Corporation, and OD execute and certify borrowing
base certificates, account agings, inventory reports and collateral reports (together with any other documents, reports and certificates
required to be delivered in connection with any of the foregoing) for and on behalf of the Corporation.



 


		2.	Said Bank be and It is authorized and directed to pay the
proceeds of any such loans or discounts as directed by the Authorized Signer(s) or Delegated Person(s) (if any), whether so payable
to the order of any of said Authorized Signer(s) or Delegated Person(s) (if any) in their individual capacities or not, and whether such proceeds are deposited to the individual credit of
any of said Authorized Signer(s) or Delegated Person(s) (if any) or not.




 


		3.	Any and all agreements, instruments and documents previously
executed and acts and things previously done to carry out the purposes of these Resolutions are ratified, confirmed and approved
as the act or acts of the Corporation.



 


		4.	These
                                         Resolutions shall continue in force, and the Bank may consider the holders of said offices
                                         and their signatures to be and continue to be as set forth in a certified copy of these
                                         Resolutions delivered to the Bank, until notice to the contrary in writing is duly served
                                         on the Bank (such notice to have no effect on any action previously taken by the Bank
                                         in reliance on these Resolutions).



 




    84


     


    

 


		5.	Any person, corporation or other legal entity dealing with
the Bank may rely upon a certificate signed by an officer of the Bank to effect that these Resolutions and any agreement, instrument
or document executed pursuant to them are still in full force and affect and binding upon the Corporation.



 


		6,	The
                                         Bank may consider the holders of the offices of the Corporation and their signatures,
                                         respectively, to be and continue to be as set forth in the Certificate of the Secretary
                                         of the Corporation until notice to the contrary in writing is duly served on the Bank.



 


I further certify that the following
named persons (“Authorized Persons”) have been duly elected to the offices set opposite their respective names, that
they continue to hold these offices at the present time and that the signatures which appear below are the genuine, original signatures
of each respectively. I acknowledge and agree that the Authorized Persons may sign this certificate in multiple counterparts, each
of which shall be deemed an original instrument, and all of which shall constitute a single certificate, and that the signature
of any Authorized Signer to any counterpart shall be deemed certified by me in accordance with this certification. I or the Bank
may assemble the signatures from one or more counterparts and attach them to any other counterpart for the purpose of having a
single document containing all the signatures of the Authorized Signers. Delivery of an executed counterpart of a signature to
this certificate by telecopy, emailed portable document format ("pdf"), or tagged image file format ("tiff")
or any other electronic means that reproduces an image of the actual executed signature of the Authorized Signer shall be effective
as delivery of an original executed counterpart of this certificate. I or the party sending an executed counterpart of his/her
signature to this certificate by telecopy, pdf, tiff or any other electronic means shall also send the original thereof to Bank
within five (5) days thereafter, but failure to do so shall not affect my certification of such signature and incumbency of such
party.

 


(PLEASE SUPPLY GENUINE SIGNATURES OF
AUTHORIZED SIGNERS BELOW)


 


	NAME
    (Type or Print)	 	TITLE	 	SIGNATURE
	 	 	 	 	 
	Manny Krakaris	 	CEO	 	/s/ Manny Krakaris
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


  


In Witness Whereof, I have affixed my name as Secretary
on October 12, 2018.


 


	 	/s/ illegible
	 	Secretary


 


The Above Statements are Correct.


 


	 	 
	 	SIGNATURE OF OFFICER OR DIRECTOR OR, IF NONE, A SHAREHOLDER OTHER THAN THE SECRETARY WHEN THE SECRETARY IS THE SOLE AUTHORIZED SIGNER SET FORTH ABOVE


 


Failure to complete the above when the
Secretary is the sole Authorized Signer set forth above, shall constitute a certification by the Secretary that the Secretary is
the sole Shareholder, Director and Officer of the Corporation.


 



    85


     


    



 


EXHIBIT D


 


COMPLIANCE CERTIFICATE


 


	Please
    send all Required Reporting to:	Comerica
    Bank

    Loan Analysis Department

    333 W. Santa Clara Street

    San Jose, CA 95113-1713

    [*]

    [*]

    [*]

    [*]


 


		FROM:	AUGMEDIX, INC.



 


The undersigned authorized Officer of AUGMEDIX,
INC, (“Borrower”), hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement
between Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliance for the period ending __________________
with all required covenants, including without limitation the ongoing registration of intellectual property rights in accordance
with Section 6.8, except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true
and correct in all material respects as of the date hereof. Attached herewith are the required documents supporting the above certification.
The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are
consistently applied from one period to the next except as explained in an accompanying letter or footnotes.


 


Please indicate compliance status by circling Yes/No under “Complies”
or “Applicable” column.


 


	MONTHLY REPORTING COVENANTS	 	REQUIRED	 	 
	 	 	 	 	 
	Company Prepared Monthly F/S 	 	Monthly, within 30 days	 	☐
    YES    ☐ NO
	 	 	 	 	 
	Compliance Certificate	 	Monthly, within 30 days	 	☐
    YES    ☐ NO


 


	PERIODIC REPORTING COVENANTS	 	REQUIRED	 	 	 	 
	 	 	 	 	 	 	 
	Annual Business Plan (incl. operating budget)	 	Annually, within 30 days of board approval	 	☐ NOT IN EFFECT THIS PERIOD	 	☐
    YES    ☐ NO
	CPA Audited, Unqualified F/S	 	Annually, within 180 days of FYE	 	☐ NOT IN EFFECT THIS PERIOD	 	☐
    YES    ☐ NO
	Audit	 	Annually	 	☐ NOT IN EFFECT THIS PERIOD	 	☐
    YES    ☐ NO


 


	This section only to be required and filled out if Public: 	 	 
	10-Q	 	Quarterly, within 5 days of SEC filing (50 days)	 	☐
    YES    ☐ NO
	10-K	 	Annually, within 5 days of SEC filing (95 days)	 	☐
    YES    ☐ NO


 


	ACCOUNTS 6.6	 	REQUIRED	 	ACTUAL VALUES TO BE ENTERED BELOW
	Total amount of Borrower’s cash and investments	 	See Loan Agreement	 	Amount: $ _____________	 	☐
    YES    ☐ NO
	Total amount of Borrower’s cash and investments maintained with Bank	 	See Loan Agreement	 	Amount: $ _____________	 	☐
    YES    ☐ NO
	 	 	 	 	 	 	 
	 	 	 	 	DESCRIPTION	 	APPLICABLE
	Legal Action > $150,000	 	Notify promptly upon notice	 	________________________	 	☐
    YES    ☐ NO
	Inventory Disputes > $100,000	 	Notify promptly upon notice	 	________________________	 	☐
    YES    ☐ NO
	Mergers & Acquisitions > $100,000	 	Notify promptly upon notice	 	________________________	 	☐
    YES    ☐ NO
	Cross default with other agreements >$100,000	 	Notify promptly upon notice	 	________________________	 	☐
    YES    ☐ NO
	Judgments; Settlements > $150,000	 	Notify promptly upon notice	 	________________________	 	☐
    YES    ☐ NO


 




    86


     


    

 


	FINANCIAL
    COVENANTS	 	REQUIRED	 	ACTUAL	 	COMPLIES
	 	 	 	 	 	 	 
	TO
    BE TESTED MONTHLY, UNLESS OTHERWISE NOTED:	 	 	 	 
	 	 	 	 	 	 	 
	Minimum Cash	 	(i) (x) through
    March 30, 2019, $1,000,000 and (y) after March 30, 2019, $2,000,000, (ii) 2 weeks of payroll, or (iii) half of monthly	 	$____________	 	☐ YES    ☐
    NO
	 	 	Cash Burn	 	 	 	 
	EBITDA Burn	 	See Section 6.7(b)	 	$____________	 	☐ YES    ☐
    NO
	Equity Milestone I	 	$11,000,000 in raised
    equity on or prior to 10/15/2018	 	$____________	 	☐ YES    ☐
    NO
	Equity Milestone II	 	$4,000,000 in raised
    equity on or prior to 4/11/2019	 	$____________	 	☐ YES    ☐
    NO


 


	OTHER COVENANTS	 	REQUIRED	 	ACTUAL	 	COMPLIES
	 	 	 	 	 	 	 
	Permitted Indebtedness for equipment leases	 	<$200,000	 	_______________________	 	☐ YES    ☐
    NO
	Permitted Investments for stock repurchase	 	<$200,000	 	_______________________	 	☐ YES    ☐
    NO
	Permitted Investments for subsidiaries	 	<$200,000	 	_______________________	 	☐ YES    ☐
    NO
	Permitted Investments for employee loans	 	<$200,000	 	_______________________	 	☐ YES    ☐
    NO
	Permitted Investments for joint ventures	 	<$200,000	 	_______________________	 	☐ YES    ☐
    NO
	Permitted Liens for equipment leases	 	<$200,000	 	_______________________	 	☐ YES    ☐
    NO
	Permitted Transfers	 	<$200,000	 	_______________________	 	☐ YES    ☐
    NO


 


Please Enter Below Comments Regarding Violations:


 


The Officer further acknowledges that at any time Borrower is
not in compliance with all the terms set forth in the Agreement, including, without limitation, the financial covenants, no credit
extensions will be made.


 


Very truly yours,


 


	 	 
	Authorized Signer	 
	 	            	 
	Name: 	 	 
	 	 	 
	Title:	 	 


 




    87


     


    


 


DEFAULT WAIVER AND SEVENTH AMENDMENT
TO LOAN AND SECURITY AGREEMENT


 


This Default Waiver and Seventh Amendment
to Loan and Security Agreement (this “Amendment”) is entered into as of August 5, 2019 (the “Seventh Amendment
Effective Date”), by and between COMERICA BANK, a Texas banking association (“Bank”) and AUGMEDIX, INC., a Delaware
corporation (“Borrower”).


 


RECITALS


 


Borrower and Bank are parties to that certain
Loan and Security Agreement dated as of June 11, 2015 (as amended from time to time, including by that certain First Amendment
to Loan and Security Agreement dated as of February 14, 2017, that certain Second Amendment to Loan and Security Agreement dated
as of April 11, 2017, that certain Third Amendment to Loan and Security Agreement dated as of July 28, 2017, that certain Fourth
Amendment to Loan and Security Agreement dated as of August 20, 2018, that certain Default Waiver and Fifth Amendment to Loan and
Security Agreement dated as of September 6, 2018, and that certain Default Waiver and Sixth Amendment to Loan and Security Agreement
dated as of October 12, 2018, the “Agreement”). The parties desire to amend the Agreement in accordance with the terms
of this Amendment.


 


Additionally, Borrower is currently in
default under Section 6.7(a) of the Agreement (as in effect prior to the date hereof) due to Borrower’s failure to maintain
at least Two Million Dollars ($2,000,000) in unrestricted cash at Bank (the “Existing Default”).


 


NOW, THEREFORE, the parties agree as follows:


 


1. Section 6.7(a) of the Agreement is hereby
amended and restated in its entirety as follows:


 


“(a) Minimum Cash. A balance
of unrestricted cash at Bank of not less than the greater of (i) (x) from the Seventh Amendment Effective Date through August 9,
2019, One Million Dollars ($1,000,000) and (y) at all times after August 9, 2019, Two Million Dollars ($2,000,000), (ii) the amount
of cash required for Borrower to fulfill its payroll requirements for two consecutive pay periods, as determined by Bank in its
sole but reasonable discretion, or (iii) an amount equal to one half of the Cash Burn measured as of the most recently ended month,
each as determined by Bank in its sole but reasonable discretion.”


 


2. Section 6.7(c) of the Agreement is hereby
amended and restated in its entirety as follows:


 


“(c) Equity Milestone. Borrower
shall deliver evidence, satisfactory to Bank in its sole but reasonable discretion, that Borrower has, after the Seventh Amendment
Effective Date, but on or prior to August 9, 2019, received at least Three Million Three Hundred Thousand Dollars ($3,300,000)
of net cash proceeds from the sale and issuance of Borrower’s equity securities, or of debt instruments convertible into
equity securities of Borrower (the “Equity Milestone”).”


 


3. Exhibit D to the Agreement is
hereby replaced in its entirety by Exhibit D attached hereto.


 


4. Borrower hereby acknowledges and Bank
hereby waives the Existing Default upon Borrower’s achievement of the Equity Milestone (the “Default Waiver”).


 


5. Waiver of Notice and Cure. Borrower
acknowledges that an Event of Default has occurred under the Agreement that, but for the Default Waiver, would have entitled Bank
to exercise all the remedies available to Bank under the Agreement and applicable law. Borrower waives, with respect to the Existing
Default, all notices of default and rights to cure that are otherwise provided in the Agreement or applicable law, including, but
not limited to, rights to notice and redemption under California Uniform Commercial Code sections 9611, 9620 and 9623. Borrower
further waives any claim that a sale or other disposition by Bank of the Collateral is not commercially reasonable because Bank
disclaims any warranties with respect to such sale or other disposition, including, without limitation, disclaimers of warranties
relating to title, possession, quiet enjoyment, or the like.


 






    88


     


    

 


6. Release.


 


6.1 Borrower acknowledges that Bank would
not enter into this Agreement, including the Default Waiver, without Borrower’s assurance hereunder. Except for the obligations
arising hereafter under the Agreement, Borrower hereby absolutely discharges and releases Bank, any person or entity that has obtained
any interest from Bank under the Agreement and each of Bank’s and such entity’s former and present partners, stockholders,
officers, directors, employees, successors, assignees, agents and attorneys from any known or unknown claims which Borrower now
has against Bank of any nature, including any claims that Borrower, its successors, counsel, and advisors may in the future discover
they would have now had if they had known facts not now known to them, whether founded in contract, in tort or pursuant to any
other theory of liability, including but not limited to any claims arising out of or related to the Agreement or the transactions
contemplated thereby.


 


6.2 Borrower waives the provisions of California
Civil Code Section 1542, which states:


 


A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE
AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.


 


6.3 The provisions, waivers and releases
set forth in this section are binding upon Borrower and Borrower’s shareholders, agents, employees, assigns and successors
in interest. The provisions, waivers and releases of this section shall inure to the benefit of Bank and its agents, employees,
officers, directors, assigns and successors in interest.


 


6.4 Borrower warrants and represents that
Borrower is the sole and lawful owner of all right, title and interest in and to all of the claims released hereby and Borrower
has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to
any person any such claim or any portion thereof. Borrower shall indemnify and hold harmless Bank from and against any claim, demand,
damage, debt, liability (including payment of attorneys’ fees and costs actually incurred whether or not litigation is commenced)
based on or arising out of any assignment or transfer.


 


6.5 The provisions of this section shall
survive payment in full of the Obligations, full performance of all the terms of this Amendment and the Agreement, and/or Bank’s
actions to exercise any remedy available under the Agreement or otherwise.


 


7. No course of dealing on the part of
Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate as a waiver thereof, and any
single or partial exercise of any such right shall not preclude any later exercise of any such right. Bank’s failure at any
time to require strict performance by Borrower of any provision shall not affect any right of Bank thereafter to demand strict
compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank.


 


8. Unless otherwise defined, all initially
capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain
in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as
expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as
an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof.


 


9. Borrower represents and warrants that
the Representations and Warranties contained in the Agreement are true and correct in all material respects as of the date of this
Amendment (except for any Representations and Warranties which expressly refer to an earlier date or time period, which shall be
true and correct as of such date or with respect to such time period), and that no Event of Default (other than the Existing Default)
has occurred and is continuing.


 






    89


     


    

 


10. As a condition to the effectiveness
of this Amendment, Bank shall have received, in form and substance reasonably satisfactory to Bank, the following:


 


(a) this Amendment, duly executed by Borrower;


 


(b) an Affirmation of Subordination Agreement,
duly executed by each holder of Subordinated Debt;


 


(c) a Certificate of the Secretary of Borrower
with respect to incumbency and resolutions authorizing the execution and delivery of this Amendment;


 


(d) a Subordination Agreement, duly executed
by each new subordinated creditor;


 


(e) evidence that Trinity has waived any
defaults, including but not limited to any cross-defaults arising from the Events of Default described in the foregoing Amendment;


 


(f) all reasonable Bank Expenses incurred
through the date of this Amendment, which may be debited from any of Borrower’s accounts; and


 


(g) such other documents, and completion
of such other matters, as Bank may reasonably deem necessary or appropriate.


 


11. This
Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one instrument.


 


[Balance of Page Intentionally Left
Blank]


 




    90


     


    

 


IN WITNESS WHEREOF, the undersigned have
executed this Amendment as of the first date above written.


 


	 	AUGMEDIX, INC.
	 	 	 
	 	By:	/s/ Manny Krakaris
	 	Name:	Manny Krakaris
	 	Title:	CEO
	 	 
	 	COMERICA BANK
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Default Waiver
and Seventh Amendment to Loan & Security Agreement]


 




    91


     


    

 


EXHIBIT D


 


COMPLIANCE CERTIFICATE


 


	Please send all Required Reporting to:	Comerica Bank
	 	Loan Analysis Department
	 	333 W. Santa Clara Street
	 	San Jose, CA 95113-1713
	 	[*]
	 	[*]
	 	[*]
	 	[*]


 


FROM:
AUGMEDIX, INC.


 


The undersigned authorized Officer of AUGMEDIX,
INC. (“Borrower”), hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement
between Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliance for the period ending ________________________with
all required covenants, including without limitation the ongoing registration of intellectual property rights in accordance with
Section 6.8, except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true and
correct in all material respects as of the date hereof. Attached herewith are the required documents supporting the above certification.
The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are
consistently applied from one period to the next except as explained in an accompanying letter or footnotes.


 


Please indicate compliance status by circling Yes/No under “Complies”
or “Applicable” column.


 


 


	MONTHLY REPORTING COVENANTS	 	REQUIRED	 	 
	 	 	 	 	 
	Company Prepared Monthly F/S 	 	Monthly, within 30 days	 	☐
    YES    ☐ NO
	 	 	 	 	 
	Compliance Certificate	 	Monthly, within 30 days	 	☐
    YES    ☐ NO


 


	PERIODIC REPORTING COVENANTS	 	REQUIRED	 	 	 	 
	 	 	 	 	 	 	 
	Annual Business Plan (incl. operating budget)	 	Annually, within 30 days of board approval	 	☐ NOT IN EFFECT THIS PERIOD	 	☐
    YES    ☐ NO
	CPA Audited, Unqualified F/S	 	Annually, within 180 days of FYE	 	☐ NOT IN EFFECT THIS PERIOD	 	☐
    YES    ☐ NO
	Audit	 	Annually	 	☐ NOT IN EFFECT THIS PERIOD	 	☐
    YES    ☐ NO


 


	This section only to be required and filled out if Public: 	 	 
	 	 	 
	10-Q	 	Quarterly, within 5 days of SEC filing (50 days)	 	☐
    YES    ☐ NO
	10-K	 	Annually, within 5 days of SEC filing (95 days)	 	☐
    YES    ☐ NO


 


	ACCOUNTS 6.6	 	REQUIRED	 	ACTUAL VALUES TO BE ENTERED BELOW
	Total amount of Borrower’s cash and investments	 	See Loan Agreement	 	Amount: $ _____________	 	☐
    YES    ☐ NO
	Total amount of Borrower’s cash and investments maintained with Bank	 	See Loan Agreement	 	Amount: $ _____________	 	☐
    YES    ☐ NO
	 	 	 	 	 	 	 
	 	 	 	 	DESCRIPTION	 	APPLICABLE
	Legal Action > $150,000	 	Notify promptly upon notice	 	________________________	 	☐
    YES    ☐ NO
	Inventory Disputes > $100,000	 	Notify promptly upon notice	 	________________________	 	☐
    YES    ☐ NO
	Mergers & Acquisitions > $100,000	 	Notify promptly upon notice	 	________________________	 	☐
    YES    ☐ NO
	Cross default with other agreements >$100,000	 	Notify promptly upon notice	 	________________________	 	☐
    YES    ☐ NO
	Judgments; Settlements > $150,000	 	Notify promptly upon notice	 	________________________	 	☐
    YES    ☐ NO






 






    92


     


    

 


 


	FINANCIAL
    COVENANTS	 	REQUIRED	 	ACTUAL	 	COMPLIES
	 	 	 	 	 	 	 
	TO
    BE TESTED MONTHLY, UNLESS OTHERWISE NOTED:	 	 	 	 
	 	 	 	 	 	 	 
	Minimum Cash	 	(i) (x) through August 9, 2019,
    $1,000,000 and (y) after August 9, 2019, $2,000,000, (ii) 2 weeks of payroll, or (iii) half of monthly	 	$____________	 	☐ YES    ☐
    NO
	 	 	Cash Burn	 	 	 	 
	EBITDA Burn	 	See Section 6.7(b)	 	$____________	 	☐ YES    ☐
    NO
	Equity Milestone	 	$3,300,000 in raised
    equity on or prior to 8/9/2019	 	$____________	 	☐ YES    ☐
    NO


 


	OTHER COVENANTS	 	REQUIRED	 	ACTUAL	 	COMPLIES
	 	 	 	 	 	 	 
	Permitted Indebtedness for equipment leases	 	<$200,000	 	_______________________	 	☐ YES    ☐
    NO
	Permitted Investments for stock repurchase	 	<$200,000	 	_______________________	 	☐ YES    ☐
    NO
	Permitted Investments for subsidiaries	 	<$200,000	 	_______________________	 	☐ YES    ☐
    NO
	Permitted Investments for employee loans	 	<$200,000	 	_______________________	 	☐ YES    ☐
    NO
	Permitted Investments for joint ventures	 	<$200,000	 	_______________________	 	☐ YES    ☐
    NO
	Permitted Liens for equipment leases	 	<$200,000	 	_______________________	 	☐ YES    ☐
    NO
	Permitted Transfers	 	<$200,000	 	_______________________	 	☐ YES    ☐
    NO




 


Please Enter Below Comments Regarding Violations:


 


The Officer further acknowledges that at any time Borrower is
not in compliance with all the terms set forth in the Agreement, including, without limitation, the financial covenants. no credit
extensions will be made.


 


Very truly yours,


 


	 	 
	Authorized Signer	 
	 	            	 
	Name: 	 	 
	 	 	 
	Title:	 	 


 




    93


     


    

 







 


CORPORATION RESOLUTIONS AND INCUMBENCY
CERTIFICATION


AUTHORITY TO PROCURE LOANS


 


 



 


I certify that I am the duly elected and
qualified Secretary of AUGMEDIX, INC. (the “Corporation”), and the keeper of the records of the Corporation;
that the following is a true and correct copy of resolutions duly adopted by the Board of Directors of the Corporation in accordance
with its bylaws and applicable statutes.


 


Copy of Resolutions:


 


Be it Resolved, that:


 


		1.	Any (insert number required to sign) ONE (1) of
the following (insert titles only) ______________________________ of the Corporation (the “Authorized Signer(s)”)
are/is authorized, for, on behalf of, and in the name of the Corporation to:



 


		(a)	Negotiate and procure loans, letters of credit and
other credit or financial accommodations from Comerica Bank (the “Bank”), up to an amount not exceeding $_____________,
in aggregate (if left blank, then unlimited);



 


		(b)	Discount with the Bank, commercial or other business
paper belonging to the Corporation made or drawn by or upon third parties, without limit as to amount;



 


		(c)	Purchase, sell, exchange, assign, endorse for transfer
and/or deliver certificates and/or instruments representing stocks, bonds, evidences of Indebtedness or other securities owned
by the Corporation, whether or not registered in the name of the Corporation;



 


		(d)	Give security for any liabilities of the Corporation
to the Bank by grant, security interest, assignment, lien, deed of trust or mortgage upon any real or personal property, tangible
or intangible of the Corporation;



 


		(e)	Issue and/or execute one or more warrants for the
purchase of the Corporation’s capital stock to Bank;



 


		(f)	Execute and deliver in form and content as may be
required by the Bank any and all notes, evidences of Indebtedness, applications for letters of credit, guaranties, subordination
agreements, loan and security agreements, financing statements, assignments, liens, deeds of trust, mortgages, trust receipts
and other agreements, instruments or documents to carry out the purposes of these Resolutions, any or all of which may relate
to all or to substantially all of the Corporation’s property and assets; and



 


		(g)	Appoint, delegate and authorize such other person(s)
(the “Delegated Person(s)”) as may be designated in writing from time to time by the above referenced Authorized Signer(s),
or any one or more of them, (i) to request loans, advances and/or letters of credit under any line of credit, loan or other credit
or financial accommodation made available by Bank to or in favor of the Corporation, and to execute and/or deliver unto Bank,
in form and content as may be required by the Bank, such agreements, instruments and documents as may be necessary or required
to carry out such purposes, (ii) make loan payments for and on behalf of the Corporation, and (iii) execute and certify borrowing
base certificates, account agings, inventory reports and collateral reports (together with any other documents, reports and certificates
required to be delivered in connection with any of the foregoing) for and on behalf of the Corporation.



 


		2.	Said Bank be and it is authorized and directed to pay the
proceeds of any such loans or discounts as directed by the Authorized Signer(s) or Delegated Person(s) (if any), whether so payable
to the order of any of said Authorized Signer(s) or Delegated Person(s) (if any) in their individual capacities or not, and whether
such proceeds are deposited to the individual credit of any of said Authorized Signer(s) or Delegated Person(s) (if any) or not.



 


		3.	Any and all agreements, instruments and documents previously
executed and acts and things previously done to carry out the purposes of these Resolutions are ratified, confirmed and approved
as the act or acts of the Corporation.



 


		4.	These Resolutions shall continue in force, and the Bank
may consider the holders of said offices and their signatures to be and continue to be as set forth in a certified copy of these
Resolutions delivered to the Bank, until notice to the contrary in writing is duly served on the Bank (such notice to have no
effect on any action previously taken by the Bank in reliance on these Resolutions).



 






    94


     


    

 


		5.	Any person, corporation or other legal entity dealing with
the Bank may rely upon a certificate signed by an officer of the Bank to effect that these Resolutions and any agreement, instrument
or document executed pursuant to them are still in full force and effect and binding upon the Corporation.



 


		6.	The Bank may consider the holders of the offices of the
Corporation and their signatures, respectively, to be and continue to be as set forth in the Certificate of the Secretary of the
Corporation until notice to the contrary in writing is duly served on the Bank.



 


I further certify that the following named
persons (“Authorized Persons”) have been duly elected to the offices set opposite their respective names, that they
continue to hold these offices at the present time and that the signatures which appear below are the genuine, original signatures
of each respectively. I acknowledge and agree that the Authorized Persons may sign this certificate in multiple counterparts, each
of which shall be deemed an original instrument, and all of which shall constitute a single certificate, and that the signature
of any Authorized Signer to any counterpart shall be deemed certified by me in accordance with this certification. I or the Bank
may assemble the signatures from one or more counterparts and attach them to any other counterpart for the purpose of having a
single document containing all the signatures of the Authorized Signers. Delivery of an executed counterpart of a signature to
this certificate by telecopy, emailed portable document format (“pdf”), or tagged image file format (“tiff”)
or any other electronic means that reproduces an image of the actual executed signature of the Authorized Signer shall be effective
as delivery of an original executed counterpart of this certificate. I or the party sending an executed counterpart of his/her
signature to this certificate by telecopy, pdf, tiff or any other electronic means shall also send the original thereof to Bank
within five (5) days thereafter, but failure to do so shall not affect my certification of such signature and incumbency of such
party.


 


(PLEASE SUPPLY GENUINE SIGNATURES OF
AUTHORIZED SIGNERS BELOW)


 


	NAME
    (Type or Print)	 	TITLE	 	SIGNATURE
	 	 	 	 	 
	Manny
Krakaris	 	CEO	 	/s/ Manny Krakaris
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


 


In Witness Whereof, I have affixed my name as Secretary
on August 5, 2019.


 


	 	/s/ illegible
	 	Secretary


 


The Above Statements are Correct.


 


	 	 
	 	SIGNATURE OF OFFICER OR DIRECTOR OR, IF NONE, A SHAREHOLDER OTHER THAN THE SECRETARY WHEN THE SECRETARY IS THE SOLE AUTHORIZED SIGNER SET FORTH ABOVE


 


Failure to complete the above when the
Secretary is the sole Authorized Signer set forth above, shall constitute a certification by the Secretary that the Secretary is
the sole Shareholder, Director and Officer of the Corporation.




 




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EIGHTH AMENDMENT TO LOAN AND SECURITY
AGREEMENT


 


This Eighth Amendment to Loan and Security
Agreement (this “Amendment”) is entered into as of August 28, 2019, by and between COMERICA BANK, a Texas banking association
(“Bank”) and AUGMEDIX, INC., a Delaware corporation (“Borrower”).


 


RECITALS


 


Borrower and Bank are parties to that certain
Loan and Security Agreement dated as of June 11, 2015 (as amended from time to time, including by that certain First Amendment
to Loan and Security Agreement dated as of February 14, 2017, that certain Second Amendment to Loan and Security Agreement dated
as of April 11, 2017, that certain Third Amendment to Loan and Security Agreement dated as of July 28, 2017, that certain Fourth
Amendment to Loan and Security Agreement dated as of August 20, 2018, that certain Default Waiver and Fifth Amendment to Loan and
Security Agreement dated as of September 6, 2018, that certain Default Waiver and Sixth Amendment to Loan and Security Agreement
dated as of October 12, 2018, and that certain Default Waiver and Seventh Amendment to Loan and Security Agreement dated as of
August 5, 2019, the “Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment.


 


NOW, THEREFORE, the parties agree as follows:


 


1.
The following defined terms in Exhibit A of the Agreement hereby are added as follows:


 


“Eighth Amendment Effective Date” means August 28,
2019.


 


“Pledged Account” means Borrower’s
account number 1895278446 held at Bank.


 


2.
The following defined terms in Exhibit A of the Agreement hereby are deleted as follows:


 


“Decreased Principal Payment End
Date”, “Increased Principal Payment Start Date”


 


3.
Section 2.1(b)(ii) of the Agreement hereby is amended and restated in its entirety as follows:


 


“(ii) Interest shall accrue from the date of each Growth
Capital Advance at the rate specified in the Pricing Addendum, and shall be payable in accordance with Section 2.3(b) and on the
terms set forth in the Pricing Addendum. On the Growth Capital Maturity Date all Growth Capital Advances and accrued and unpaid
interest under this Section 2.1(b) shall be immediately due and payable. Growth Capital Advances, once repaid, may not be reborrowed.
Borrower may prepay any Growth Capital Advances without penalty or premium.”


 


4.
Section 2.5 of the Agreement hereby is amended and restated in its entirety as follows:


 


“2.5 Fees and Bank Expenses. Borrower shall pay
to Bank the following:


 


(a) Final Payment Fee. On the earliest
to occur of (i) the Growth Capital Maturity Date, (ii) the early termination of this Agreement, or (iii) the acceleration of the
Obligations upon an Event of Default, a final payment fee equal to Thirty Thousand Dollars ($30,000); and


 


(b) Banking Expenses. On the Closing
Date, all Bank Expenses incurred through the Closing Date, and, after the Closing Date, all reasonable Bank Expenses, as and when
they become due.”


 


5. New Section 4.4 hereby is added to the Agreement to read
as follows:


 


“4.4 Pledge of Account. Borrower hereby
assigns, pledges, delivers, and transfers to Bank, and hereby grants to Bank, a continuing first priority security interest
in and against all right, title and interest of the following, whether now or hereafter existing or acquired by Borrower, (i)
the Pledged Account and general intangibles arising therefrom or relating thereto;  and all documents, instruments and
agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any
interest or other amounts payable in connection therewith, and (ii) all proceeds of the foregoing (including whatever is
receivable or received when the Pledged Account or proceeds are invested, sold, collected, exchanged, returned, substituted
or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return
premiums and insurance proceeds under insurance with respect to the Pledged Account, and all rights to payment with respect
to any cause of action affecting or relating to the Pledged Account. The Pledged Account shall be under the sole control of
Bank and Borrower shall not have access to funds in the Pledged Account. Borrower shall at all times cause the balance in the
Pledged Account to be not less than Two Million Dollars ($2,000,000).”


 




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6. Section 6.6 of the Agreement hereby is amended and restated
in its entirety as follows:


 


“6.6 Accounts/Pledged Accounts. Borrower
shall maintain its primary operating and investment accounts with Bank or Bank’s Affiliates (covered by satisfactory
control agreements). Borrower shall maintain a balance of cash in the Pledged Account of at least Two Million Dollars
($2,000,000) at all times.”


 


7. Section 6.7(b) of the Agreement hereby is amended and restated
in its entirety as follows:


 


“(b) EBITDA. EBITDA, measured on a quarterly
basis, which shall not exceed the amounts set forth below for the corresponding measuring dates, which are based on
Borrower’s approved financial projections delivered to Bank:


 


	Measuring Period End Date	 	Minimum EBITDA (in thousands of dollars)	 
	September 30, 2019	 	 	(4,355	)
	December 31, 2019	 	 	(4,069	)
	March 31, 2020	 	 	(3,746	)
	June 30, 2020	 	 	(3,390	)
	September 30, 2020	 	 	(2,960	)
	December 31, 2020	 	 	(2,120	)”



 


8. No course of dealing on the part of
Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate as a waiver thereof, and any
single or partial exercise of any such right shall not preclude any later exercise of any such right. Bank’s failure at any
time to require strict performance by Borrower of any provision shall not affect any right of Bank thereafter to demand strict
compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank.


 


9. Unless otherwise defined, all initially
capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain
in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as
expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as
an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof.


 


10. Borrower represents and warrants that
the Representations and Warranties contained in the Agreement are true and correct in all material respects as of the date of this
Amendment, except for any Representations and Warranties which expressly refer to an earlier date or time period (in which case
such Representations and Warranties are true and correct in all material respects as of such date or time period), and that no
Event of Default has occurred and is continuing.


 


11. As a condition to the effectiveness
of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following:


 


(a) this Amendment, duly executed by Borrower;


 




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(b) a Certificate of the Secretary of Borrower
with respect to incumbency and resolutions authorizing the execution and delivery of this Amendment;


 


(c) an Affirmation of Subordination Agreement,
duly executed by each holder of Subordinated Debt;


 


(d) delivery of evidence, satisfactory
to Bank in its sole reasonable discretion, that Borrower has, after the Eighth Amendment Effective Date, received at least Fifteen
Million Dollars ($14,700,000) of net cash proceeds from the sale and issuance of Borrower’s equity securities;


 


(e) delivery of evidence, satisfactory
to Bank in its sole reasonable discretion, that the Pledged Account has a balance not less than Two Million Dollars ($2,000,000);


 


(f) delivery of
evidence, satisfactory to Bank in its sole reasonable discretion, that Trinity has deferred all principal payments under the
Subordinated Loan Agreement through December 31, 2020;


 


(g) an amendment fee in the amount of Ten
Thousand Dollars ($10,000), which may be debited from any of Borrower’s accounts;


 


(h) all reasonable Bank Expenses incurred
through the date of this Amendment, which may be debited from any of Borrower’s accounts; and


 


(i) such other documents, and completion
of such other matters, as Bank may reasonably deem necessary or appropriate.


 


12. This Amendment may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one instrument.


 


[Balance of Page Intentionally Left
Blank]


 




    98


     


    

 


IN WITNESS WHEREOF, the undersigned have executed this Amendment
as of the first date above written.


 


	 	AUGMEDIX, INC.
	 	 	 
	 	By:	/s/ MATTEO MARCHETTA
	 	Name: 	MATTEO MARCHETTA
	 	Title:	CFO
	 	 
	 	COMERICA BANK
	 	 	 
	 	By:	/s/ Bradley Kiley
	 	Name:	Bradley Kiley
	 	Title:	Vice President


 


[Signature Page to Eighth Amendment
to Loan & Security Agreement]


 




    99


     


    

 








 


CORPORATION RESOLUTIONS AND INCUMBENCY
CERTIFICATION


 


AUTHORITY TO PROCURE LOANS


 


 



 


I certify that I am the duly elected and
qualified Secretary of AUGMEDIX, INC. (the “Corporation”), and the keeper of the records of the Corporation; that the
following is a true and correct copy of resolutions duly adopted by the Board of Directors of the Corporation in accordance with
its bylaws and applicable statutes.


 


Copy of Resolutions: 


 


Be it Resolved, that:


 


		1.	Any (insert number required to sign)(1) of the following
(insert titles only) CEO of the Corporation (the “Authorized Signer(s)”) are/is authorized, for, on behalf of, and
in the name of the Corporation to:



 


		(a)	Negotiate and procure loans, letters of credit and
other credit or financial accommodations from Comerica Bank (the “Bank”), up to an amount not exceeding $______________,
in aggregate (if left blank, then unlimited);



 


		(b)	Discount with the Bank, commercial or other business
paper belonging to the Corporation made or drawn by or upon third parties, without limit as to amount;



 


		(c)	Purchase, sell, exchange, assign, endorse for transfer
and/or deliver certificates and/or instruments representing stocks, bonds, evidences of Indebtedness or other securities owned
by the Corporation, whether or not registered in the name of the Corporation;



 


		(d)	Give security for any liabilities of the Corporation
to the Bank by grant, security interest, assignment, lien, deed of trust or mortgage upon any real or personal property, tangible
or intangible of the Corporation;



 


		(e)	Issue and/or execute one or more warrants for the
purchase of the Corporation’s capital stock to Bank;



 


		(f)	Execute and deliver in form and content as may be
required by the Bank any and all notes, evidences of Indebtedness, applications for letters of credit, guaranties, subordination
agreements, loan and security agreements, financing statements, assignments, liens, deeds of trust, mortgages, trust receipts
and other agreements, instruments or documents to carry out the purposes of these Resolutions, any or all of which may relate
to all or to substantially all of the Corporation’s property and assets; and



 


		(g)	Appoint, delegate and authorize such other person(s)
(the “Delegated Person(s)”) as may be designated in writing from time to time by the above referenced Authorized Signer(s),
or any one or more of them, (i) to request loans, advances and/or letters of credit under any line of credit, loan or other credit
or financial accommodation made available by Bank to or in favor of the Corporation, and to execute and/or deliver unto Bank,
in form and content as may be required by the Bank, such agreements, instruments and documents as may be necessary or required
to carry out such purposes, (ii) make loan payments for and on behalf of the Corporation, and (iii) execute and certify borrowing
base certificates, account agings, inventory reports and collateral reports (together with any other documents, reports and certificates
required to be delivered in connection with any of the foregoing) for and on behalf of the Corporation.



 


		2.	Said Bank be and it is authorized and directed to pay the
proceeds of any such loans or discounts as directed by the Authorized Signer(s) or Delegated Person(s) (if any), whether so payable
to the order of any of said Authorized Signer(s) or Delegated Person(s) (if any) in their individual capacities or not, and whether
such proceeds are deposited to the individual credit of any of said Authorized Signer(s) or Delegated Person(s) (if any) or not.



 


		3.	Any and all agreements, instruments and documents previously
executed and acts and things previously done to carry out the purposes of these Resolutions are ratified, confirmed and approved
as the act or acts of the Corporation.



 


		4.	These Resolutions shall continue in force, and the Bank
may consider the holders of said offices and their signatures to be and continue to be as set forth in a certified copy of these
Resolutions delivered to the Bank, until notice to the contrary in writing is duly served on the Bank (such notice to have no
effect on any action previously taken by the Bank in reliance on these Resolutions).



 




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		5.	Any person, corporation or other legal entity dealing with
the Bank may rely upon a certificate signed by an officer of the Bank to effect that these Resolutions and any agreement, instrument
or document executed pursuant to them are still in full force and effect and binding upon the Corporation.



 


		6.	The Bank may consider the holders of the offices of the
Corporation and their signatures, respectively, to be and continue to be as set forth in the Certificate of the Secretary of the
Corporation until notice to the contrary in writing is duly served on the Bank.



 


I further certify that the following named
persons (“Authorized Persons”) have been duly elected to the offices set opposite their respective names, that they
continue to hold these offices at the present time and that the signatures which appear below are the genuine, original signatures
of each respectively. I acknowledge and agree that the Authorized Persons may sign this certificate in multiple counterparts, each
of which shall be deemed an original instrument, and all of which shall constitute a single certificate, and that the signature
of any Authorized Signer to any counterpart shall be deemed certified by me in accordance with this certification. I or the Bank
may assemble the signatures from one or more counterparts and attach them to any other counterpart for the purpose of having a
single document containing all the signatures of the Authorized Signers. Delivery of an executed counterpart of a signature to
this certificate by telecopy, emailed portable document format (“pdf’), or tagged image file format (“tiff”)
or any other electronic means that reproduces an image of the actual executed signature of the Authorized Signer shall be effective
as delivery of an original executed counterpart of this certificate. I or the party sending an executed counterpart of his/her
signature to this certificate by telecopy, pdf, tiff or any other electronic means shall also send the original thereof to Bank
within five (5) days thereafter, but failure to do so shall not affect my certification of such signature and incumbency of such
party.


 


(PLEASE SUPPLY GENUINE SIGNATURES OF
AUTHORIZED SIGNERS BELOW)



 


	NAME
    (Type or Print)	 	TITLE	 	SIGNATURE
	 	 	 	 	 
	Matteo
    Marchetta	 	CFO	 	/s/
    Matteo Marchetta
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


In Witness Whereof, I have affixed my name as Secretary
on August 28, 2019.


 


	 	/s/ illegible
	 	Secretary


 


The Above Statements are Correct.


 


	 	
	 	SIGNATURE OF OFFICER OR DIRECTOR OR, IF NONE, A SHAREHOLDER OTHER
    THAN THE SECRETARY WHEN THE SECRETARY IS THE SOLE AUTHORIZED SIGNER SET FORTH ABOVE


 


Failure to complete the above when the
Secretary is the sole Authorized Signer set forth above, shall constitute
a certification by the Secretary that the Secretary is the sole Shareholder, Director and Officer of the Corporation.


 


 


101